The Phantom of the Opera
by Shadowclanwarrior
Summary: "In sleep he sang to me. In dreams he came. That voice that calls to me and speaks my name. And do I dream again? For now I find..." The Phantom of the Opera. The man who controls the Opera House like a puppet show. No one could stop him, for he had everyone's lives at his fingertips. Until one opera singer, one obsession that he couldn't afford lose, makes everything fall apart.
1. Act I: Scene I

A cold winter breeze blows through the Mushroom Kingdom. It is in the middle of December, and the capital city of the kingdom is getting ready for Christmas, cheerful chatter and children playing in the snow.

However, not everyone is enjoying the holidays.

A young detective named Pennington is slowly walking the streets of the city, his eyes narrowed as he looks for a certain building. A building, at least fifty years old, that has become a stain on the town's history. A place filled with so many dark secrets, that no one dares uncover the truth.

That place is the Mushroom Kingdom Opera.

Pennington, after walking for hours, finally finds the dark building. He stares in awe at the half destroyed historical opera. Scorch marks stain the once beautiful white marble building, with shatter windows and half obliterated roof. A perfect place for rumors, a perfect place for mystery.

_A perfect place for a ghost to live._

Pennington looks around the opera's surroundings, and sees a bunch of people crowding into the place. Puzzled as to why so many people are around the dark building, Pennington slowly walks over to the nearest toad.

"Excuse me," Pennington says. "But why are so many people here at the opera? I thought no one comes here."

The toad turns around.

"Normally yes," he replies. "But the princess has ordered for something to be done about it, as it is a gloomy place. There is a auction going on, you see, to get rid of the opera's old treasures before they destroy the building and rebuild a new opera."

Pennington's eyes widen. "What? They can't do that! There so much history here, so many mysteries of the past!"

"Mysteries that everyone wants to forget."

The toad studies the young detective.

"You aren't from around here, are you?"

"No, I am not. I'm a reporter from Poshly Heights," Pennington explains, tipping his detective's hat. "I'm doing a story of the famous Mushroom Kingdom Opera, hoping to prove that its dark legends are true."

"You mean..."

"Yes. I am here to discover the truth about the Phantom of the Opera."

The toad gives Pennington a serious look, though it is hard to tell if he admires Pennington for his determination or finds him crazy.

Pennington sighs heavily, looking towards the crowd of people enter the opera for the auction. Not even taking the time to think about what they were really doing.

"...You know, you could buy something from the auction for your story," the toad finally mentions. "It may not be what you're looking for exactly, but it should help."

Pennington stares at the building, not even bothering to look at the toad.

_How...how could anyone want to destroy this place? _

With another heavy sigh, he thanks the toad and then walks into the opera. Dust covers the entire interior, once golden statures now rusted away from weather as snow enters the building from the holes in the roof. It is extremely cold inside, making Pennington shiver as his blue penguin feathers frill up.

Walking a bit, he finds the entrance to the auditorium, people gathering inside for the auction. Pennington looks inside, gasping as he saw that in the middle of the auditorium seating, there was a giant hole. The chairs had all been burnt badly, barely holding themselves together. Some of the people had to sit on the floor as they listen at the auction, because of the poor conditions.

But what catches Pennington's eye to the most is the giant chandelier that is on the huge stage, along with the other treasures ready to sold. It is made of pure crystals, though most of it shattered or gone from age, it still looks impressive. He imagines it back in the glory days of the opera, when the whole opera was in working order. It would have been a beautiful sight, the whole opera would.

"Having a good time?"

Pennington jumps as an old woman approaches him. She gives a friendly smile.

"I'm sorry if I startled you," the woman says. "But I couldn't help but notice that you were looking around the opera."

"Oh, well, I..."

Pennington stutters a little, as he tries to explain himself. The old woman chuckles softly.

"Don't worry, there's nothing wrong with that. In fact, I'm happy that you are looking around the opera, and not avoiding it like most people here do."

"Well, it is good to appreciate history," Pennington replies. "Even how dark it is, we must always learn and know the stories of the past. And solve their mysteries."

"I completely agree with you. I hate the princess's idea of destroying the opera. What needs to be done is that the opera gets revised and turns into a museum. Not be physically destroyed, hoping people will forget what happened."

The woman sighs.

"But, sadly, it will never happen. The toads here are too much afraid of what happened so long ago. For tragedy happened on a December day just like this. A tragedy, no matter how hard people try to forget, will always linger in the back of our minds. For they think if they remember, the believe _he_ will come back and terrorize us once again."

"He...you mean the Phantom of the Opera?"

The woman nods her head. There is a long silence, as the old woman looks off into the distance, clearly deep in thought. Pennington gives her a sympathetic look.

"Well...if you want people to except what happened, I am doing a story on the Mushroom Kingdom Opera. My name is Pennington, a reporter for Poshly Heights news."

"'Poshly Heights?' the old woman exclaimed shocked. "You mean the town where the aristocrats live?"

Pennington nods.

The woman stares at him for a long moment. Suddenly, a large smile appears across aged her face, her green eyes glowing with hope.

"...If you, my young friend, could get the aristocrats to learn the story of the opera, if you could tell people the truth..."

She mumbles to herself a little, and Pennington gives a confused look. The old woman then walks towards one of the hallways.

"Come," she orders. "I want to show you something."

Pennington stares at the woman as she walks further and further down the half burnt hall.

What does she want him to see, should he trust her? What if she turns out to be a waste of time, and by the time Pennington gets free of her, the auction will be closed and he will have no proof, no story?

"Hey, dummy, are you coming?"

Pennington is tossed out of his thoughts as the old woman waits for him, looking a bit impatient. Having no other choice, Pennington follows her. They walk in silence down the hallway, old wooden doors leading to several rooms.

"Where are we?" Pennington asks as he looks around curiously.

"We are heading to the dressing rooms," the old woman answers. "This is where the opera singers would get ready to perform and practice their singing privately."

"I see...though, why go back here?"

The old woman smiles.

"You will see. Just be patient."

Pennington rolls his eyes.

_At this rate I'm not going to get anywhere!_

"Here we are."

At the end of the hallway, on the room furthest to the left, the old woman delicately opens the door. They step inside, Pennington's eyes widening at how beautiful the room is. Even though it is covered in dust and cobwebs, the red walls still have a bright color to them and the golden furniture is still in great condition. Pennington walks up to a huge full body mirror, clearing the dust with his hand as he sees his reflection. Not even a crack on the glass, this room suffered the least of the tragedy.

"This is a beautiful room," Pennington says in awe. "I appreciate it that you brought me here. But, I still don't understand why you did."

The old woman smiles as she closes the door, one hand behind her back.

"I know, but if I wanted the story to have a full effect, you needed to be here. For you see, this was _her_ dressing room."

Pennington stares at the old woman.

"...You mean, the famous opera singer Timpani? The one who mysteriously disappeared?"

The old woman nods.

"Yes. She disappeared on the night of the tragedy to be exact. For it was her that caused it to happened."

Pennington gives a blank stare. The woman laughs.

"I see that I have left you clueless. But before I give you my explanation, I want to show you this."

She then reveals her hidden hand to see she is holding an old mask. Pennington takes it. It is a mask that completely hides a man's face, only able to see their eyes and mouth. It is black on the right side and half white on the left. The black and white paint has chipped away from age, but it is still in good condition for the most part, defiantly worth a fortune.

"What you are holding right there," the old woman says. "Is the original mask that the Phantom wore."

Pennington gasps and looks up at the woman in shock.

"But...if this is _his_ mask...why have you hidden it for so long?"

The old woman gave a sad look.

"Because, if I hadn't, it would just have been sold off as an antique, not an artifact of history. No one could handle the story behind that mask if I told it, and I have been waiting for someone that could. And I believe that you are the only one who can."

Pennington met the old woman's eyes, which are filled with grief and solemnity. He knows, for certain, that this old woman is the key to his story, the key to learning the truth.

"Sit down, my friend," the old woman says as she and Pennington sit down on the old bed. "For I am about to tell you the story that no one has heard for a long time and has been mostly forgotten. The real reason why the tragedy happened, the real reason why the singer Timpani disappeared, the real explanation of the dark, blood filled rumors. This, Pennington, is the true tale of the Phantom of the Opera."


	2. Act I: Scene II

A cold winter breeze blows through the Mushroom Kingdom. It is the beginning of December, and the capital city of the kingdom is getting ready for Christmas, cheerful chatter and children playing in the snow. The beautiful white marble of the Mushroom Kingdom Opera glitters in the sunlight, as people walk pass it, excited for tonight's show.

Stepping out of a horse drawn carriage, two men walk step out. They are brothers, one short and wearing red while the other is tall and wearing green. They smile at the sight of the opera, knowing that it was theirs, for they are the new managers. Coming out of the opera, an old man with a long mustache and yellow eyes. He smiles at the two brothers.

"Ah, Mario and Luigi," the old man says. "I'm glad you can finally made it."

The shorter and older brother, Mario, smiles in reply.

"Thank you, Merlon. We are very honored to become the new owners of the famous opera."

"We've been looking forward to it for weeks," Luigi adds. "And to be the new managers at the debate of the first opera of the winter season..."

"Yes, it is truly an honor," Merlon says. "I felt the same way when I first became manager. Come, let's introduce you to the cast."

Gesturing the way, Mario and Luigi follow Merlon into the opera. The beautiful golden walls and statues fill the opera's elegant interior as the three men enter the auditorium. Inside, they see dozens of opera singers, ballerinas, stagehands wondering around the stage. The orchestra sit below the stage, hidden from view but their beautiful music could still be heard clearly.

The director is now focusing on his attention on one particular singer. She is a large woman with purple skin and thick purple hair. She has a huge pearl necklace on as she is dressed in made thick layers of clothing. She is singing, being a soprano, and her voice carries greatly throughout the golden and dark red theater. Mario and Luigi watch in awe.

"That, my dear friends," Merlon says breaking them out of their thoughts. "Is our leading soprano, Madame Flurrie."

"That's Madame Flurrie?" Luigi questions. "By God, I can hardly recognize her with that much makeup!"

"I know, but she insists on the over-the-top look," Merlon replies with a sigh. "Even if her character isn't even close to that..."

"Then why do you let her?" Mario asks.

"Because she is, in truly, are best singer with the most experience. There is one girl that is just as good, even better, to play Madame Flurrie's parts. However..."

Merlon trails off, his eyes wondering as if he was looking for someone. Mario and Luigi look at each other and shrug their shoulders.

What could have Merlon all tensed up?

"Anyways, let's introduce you two," Merlon says changing the subject.

Luigi and Mario nod in reply and they all head for the stage. At that same moment, the conductor, a small timid koopa, tells the orchestra to stop. Flurrie stops singing as well, her eyes enraged.

"Why did you stop, Koops?" she demands. "I thought I was doing well."

"Well...you were, Madame Flurrie," Koops explains stuttering a bit. "But you were going to high on some notes... I, if I may say, think you need to lower your pitch..."

Flurrie narrows her eyes. "Are you telling me that my singing is bad?"

"Oh, not at all, I only mean..."

Flurrie sighs.

"Very well, just be sure you know what you are saying before you speak. Otherwise, you may get in trouble."

Koops's face pales.

"Madame Flurrie, don't you think you were a bit harsh?"

Flurrie turns around and sees her co star, Waluigi walking up to her. He too, is wearing many layers of clothing, most of it being fake battle armor. The leading soprano smiles.

"Oh, don't be foolish, Waluigi. I was just telling him to be careful, that's all."

"With a threatening tone of voice?" Waluigi questions. "Come on, Madame Flurrie. You know he isn't worth your time. He's just a weak composer. He gets no attention, no fame."

Koops shutter at Waluigi's words. Flurrie stares at her co star for a long moment.

"...Perhaps you are right. After all, I am the star."

She turns her attention back to Koops.

"Now, let's start from the beginning, shall we?"

Koops gives a nervous nod but says nothing. But before he could start, Merlon, Mario, and Luigi step in.

"Attention everyone!" Merlon shouts. "I would like everyone's attention please!"

At the sound of Merlon's voice, everyone gathers around to the front of the stage and turn their full attention the manager. Merlon smiles.

"Thank you. Now, I know that you have all been hearing rumors of my imminent retirement from the opera. Well, I'm here to tell you that it is indeed true."

Everyone gasps.

"Now now, I know it is a bit of a shock," Merlon continues. "But, I have my reasons. Now, I would like to introduce you all to the new managers of the Mushroom Kingdom Opera. The Mario Brothers, Mario and Luigi."

At the mention of their name, Luigi and Mario tip their hats. Everyone, including Flurrie, give a friendly smile.

"Now, go back to rehearsal," Merlon says. "I want to show your new managers what you can do. Don't worry, you will have a chance to talk to them shortly. But please, stay focus."

With Koops giving a small nod, he shyly tells everyone to get into place. Merlon then turns to Mario and Luigi.

"Well, I'll leave you two here to see the rehearsal and see how things run. I have to start packing my things, so that you may have my office."

"Alright sir, but if you don't mind me asking you this..."

Mario pauses for a moment.

"_Why_ are you retiring? I don't see any reason why you would and you never gave us a reason."

Merlon's eyes darken.

"...For my health. Now, if you would wait for just a second."

He turns to the ballet girls.

"Madame Merlee, can you please come over here?"

At the sound of her name, Merlee, the main director of the ballerinas, walks towards them. Her long blonde hair moves back and forth, like if she was dancing as she walks.

"Yes, Merlon?" Merlee asks.

"Merlee, I want you to show Mario and Luigi around while I start emptying my office," Merlon explains. "Since you are at more rehearsals then I am, it would be better if you show them around."

Merlee gives a questioning look, but ultimately nods her head.

"If that is your wish. Though, running away from your problems won't solve anything."

Merlon's face dramatically pales, but he gives a reassuring smile. "Yes...well, good day. I shall see you all tonight after the performance."

He then quickly rushes off stage. Mario and Luigi give confused expressions. Merlee smiles.

"Don't mind him for now. You will find out...soon enough. Hopefully, you can handle it better than he can."

"Handle what?" Luigi asks curiously.

Merlee glances up at the stage for a split second, but then looks back towards the rehearsal. Though still confused, Mario and Luigi do the same.

"Let's have all the singers take a break for awhile and focus on the dancers," Koops orders. "Ballerinas, please take your places!"

The singers then retreat further back down the stage and the ballerinas take their places. They all are in a circle, knees on the ground. Mario and Luigi give their full attention to the girls. Koops glances at them to make sure they are ready and begins to play the music. Slowly, and with much elegance, the ballerinas stand up and begin to dance. They move in a circle, swaying their arms and twirling to the melody of the music. Soon, one at a time, one ballerina moves to the center of the circle, does their own dramatic dance, and then reenters the circle. One ballerina, a fourteen year old girl with long green pigtails, does a very smooth, swift, and elegant dance that stood out from all the others. Mario and Luigi's eyes widen in amazement.

"That girl is fantastic!" Mario exclaims. "Who is she?"

Merlee smiles.

"That is my daughter, Mimi. She has quite a talent for dancing. A very promising career ahead of her. She is our led ballerina."

Mimi continues her dance routine, though it was clearly longer than the others. She then sways towards the circle again and another girl takes her place. About seventeen or sixteen, she is a beautiful girl with light skin, long, flowing blonde hair, and ravishing sky blue eyes. Not as impressive as Mimi, but she has her own great style of dance. Though, Mario and Luigi are more impressed by her beauty. Merlee rolls her eyes and chuckles.

"That is Timpani, another leading dancer. Though she is training to be an opera singer, she does dance in the ballet once in awhile."

Luigi and Mario nod in reply.

"...And I also think of her as a daughter as well."

The two men turn their attention back to Merlee, their faces slightly red with embarrassment. Merlee laughs softly in reply.

They then watch the ballet girls finish the rest of their dance. Once they finish, they gave a small bow and Mario and Luigi gave a round of applause.

"That was amazing!" Mario cried. "Keep up the great work, girls!"

The ballet girls smile at their the new owners, some of them blushing, and returned to the back of the stage.

"Now, before rehearsal ends," Koops says. "I think one last go with the ending song shall be good. Madame Flurrie."

Flurrie steps up the front of the stage. She glances over at Mario and Luigi.

"Here is a true taste of my talent, gentlemen. I hope you are impressed."

"I'm sure we will," Mario says while Luigi nods.

Flurrie smiles and orders one of her assistance to get her to get a bottle of water, to moist her throat. Once she drinks from it, and finishes testing her voice, she begins to sing.

"_Think of me. _

_"Think of me fondly. _

_"When we've said _

_"goodbye. _

_"Remember me _

_"once in a while_

_"please promise me _

_"you'll try. When you find _

_"that, once _

_"again, you long_

_"to take your heart back . . ._"

Her amazing voice filled the room, flowing perfectly with the music directed by Koops.

Suddenly, there is the sound of a rope being cut. Falling at great speed, a backdrop falls down and lands right on top of Flurrie. Everyone gasps and Koops, Waluigi, Mario, and Luigi, rush to her aid.

"Madame Flurrie!" Koops cries. "Are you alright?"

Flurrie tries to make a reply, but the backdrop forces her to keep her face to the ground. Mario and Luigi move the backdrop off of her while Waluigi helps Flurrie stand up.

"You okay?" he asks.

Flurrie shakes with rage.

"Why did this thing fall down! It could have killed me! Where is that stupid stagehand? O'Chunks, where are you?"

From above the stage, and older Scottish man walks over to the edge and looks down at them, hold a beer bottle in his hand. Flurrie, now seeing him, gives him a threatening glare.

"O'Chunks, what is the meaning of this?" she demands. "Isn't it _your_ job to make sure the backdrops and lights are secured up there?"

O'Chunks gives a drunken nod.

"It is, madame," he answers in a thick accent that muffles his words. "And it was last time I checked. Someone must have messed with it."

"So _you_ cut the rope?"

"No, I was on the other side of stage when I heard it fell. And no one is up here besides me."

There was a loud gasp. Everyone then turns their attention to Mimi, who was staring up at the upper stage with fear.

"It must be _him_!" she exclaims. "The Phantom of the Opera!"

Everyone tenses up at that name.

"...Phantom?" Mario questions. "You mean that 'ghost' who supposedly haunts the opera? But that's just rumors!"

"They are not just rumors!" Mimi exclaims. "_He_ _is_ real! I've have seen _his_ eyes, oh his terrible eyes, in Box Five while I'm performing on the stage! I've heard _his_ voice, I've seen _his_ shadow..."

"Oh, what nonsense!" Luigi shouts with anger, though his voice shakes. "There are no such thing as ghosts, phantoms, or whatever! It was just an accident, that's all."

"For the past three years, it has all been an 'accident,'" Madame Flurrie yells. "And now people are escaping death because of that phantom! I don't care if you believe that _he_ exists or not, you better do something about it! At least, have a better time handling _him_ then Merlon did!"

At that moment, an envelope falls from the top of the stage. It was hard to tell where it came from as it swayed in the air. Flurrie immediately looks up at O'Chunks, but he seems to be just as confused. When it lands on the ground, Merlee approaches it and picks it up. She opens the envelope and reveals a letter. After reading it silently to herself, she looks up at Mario and Luigi.

"It is a letter from the Opera Ghost," Merlee explains. "He says he welcomes you to his opera."

"_His_ opera?" Mario questions.

Merlee nods.

"He hopes that you have a good time here at the opera, while making sure his requests are in order, you see. He states that he wishes to have Box Five open to him, and _only_ him, every performance so he may have a good seat."

She points the box second closest to the stage, on the far right.

"He also wants you to know that he will still want his monthly salary. About twenty thousand coins."

"_Twenty thousand coins! _Are you mad?"

Mario snatches the letter out of Merlee's hands. His eyes widen as he reads the letter for himself, Luigi's as well.

"I'm sure you can afford it," Merlee adds. "After all, with Count Blumiere sponsoring, I'm sure you can afford more than that. He is coming to tonight's show, isn't he?"

At the mention of the count's name, Timpani's eyes widen. Mario puts the letter in his pocket.

"Yes...we will take care of _that_ momentarily. For now, let's get back to rehearsal! Madame Flurrie, if you please..."

Flurrie shakes with rage.

"No, absolutely no! Until this 'Phantom of the Opera' is dealt with, I will not be singing! I will not risk my life for this damn opera if my life is on the line!"

"B-but Madame Flurrie..."

"Quiet, Koops!"

Koops sinks into his shell. Flurrie then begins to leave the stage, her assistance following her.

"I do not wish to be difficult, but I can't take this anymore," Flurrie says sadly. "I love this opera as much as the next person, but I have my life ahead of me, a career. Until further news, I will be at my house. Goodbye."

With that said, she leaves the auditorium. Luigi's eye twitch.

"Great, what are we going to do now? We just lost our star!"

"...Err, maybe catch the Phantom so she can come back?" O'Chunks suggests.

Mario glares at him, and the others.

"You people are all obsessed! There is _no_ Phantom of the Opera, and that is final! Now, Merlee, is there anyone that can take Flurrie's place?"

There is a long silence, as Merlee thinks about her choices. Suddenly, her eyes light up.

"Timpani. Timpani could do the role!"

Everyone turns to Timpani, who looks uncertain. Mario and Luigi glance over at her and then back at Merlee.

"She has an excellent tutor, and as I told you she is training to be a singer," Merlee explains. "She is more then capable of doing it."

There is a long silence as Mario and Luigi study Timpani. Finally, Mario approaches her.

"Can you do it?" he asks in almost a pleading voice. "I'm not trying to put pressure on you, but we need anyone we can get."

Timpani stares at Mario. Slowly, her eyes brighten up and she smiles.

"I'll do what I can. Though, this is the first time I've ever had a big part in an opera."

Mario smiles back. "Well, there is a first time for everything."

They then walk up to the front of the stage. Timpani moves to the place Flurrie stood, breathing heavily. She tells Koops that she is ready and Koops orders the orchestra to play. Timpani closes her eyes, as she sings in such a soft, high pitched, gentle voice.

"_Think of me. _

_"Think of me fondly. _

_"When we've said_

_"goodbye. _

_"Remember me_

_"once in a while _

_"please promise me _

_"you'll try. When you find _

_"that, once _

_"again, you long _

_"to take your heart back _

_"and be free_

_"if you_

_"ever find _

_"a moment, _

_"spare a thought _

_"for me..._"

* * *

During the night of the performance, Timpani stands in the middle of the stage, wearing a beautiful light blue gown. She is singing at the top of her lungs, her voice filling up the entire opera.

In Box Six, Mario, Luigi, and the young count, Blumiere, watch her performance. Mario and Luigi smile, enjoying the performance and relieve that it is going so well, without Flurrie. However, Blumiere, who's bright yellow eyes are fixed on Timpani, is in total shock.

_Can it be?_ he asks himself. _Can that be my childhood friend, Timpani?_

Watching and listening to her more closely, Blumiere becomes more and more enchanted by her voice. Blumiere smiles to himself, knowing without a doubt that this is his long lost friend. He hasn't seen her in years, and wonders how she is doing. Obviously great, seeing her role.

_I wonder if she still remembers me?_

As Timpani's song comes to an end, she gives a small bow as the crowd cheers, Blumiere being the loudest.

But in Box Five, the box right next to Blumiere, Mario, and Luigi's, a man hidden the shadows sits. He holds a red rose tied with black lace in his hands, twirling it a bit. His bright yellow and gray eyes are on Timpani, as she smiles to the appeasing crowd and gracefully walks off stage.

The Phantom of the Opera smiles.

"Bravo, my lovely Timpani, bravo indeed."


	3. Act I: Scene III

As Timpani comes backstage, she gives a large sigh of relief. She gets onto her knees, feeling like she was about to faint from happiness. She smiles to herself as she catches her breath.

_This is by far, the greatest moment of my life!_

"Timpani!"

Timpani looks up to see Mimi running towards her.

"Oh my gosh, Timpani!" her friend exclaims joyfully. "You were amazing! I swear, you sang that song better then stupid 'Madame' Flurrie ever did!"

Timpani laughs. "Thanks, Mimi. I've been practicing that song for hours. I'm glad it was worth it."

Mimi smiles.

"I see, and was your 'mysterious' tutor helping you?"

Timpani's face suddenly turns red.

"Well...I..."

Mimi's grin grows. "Aw! That is _so_ cute! He always comes to you when you need him!"

"Mimi..."

Timpani stands up and starts to make her way to her dressing room. Mimi follows her, along with the rest of the cast congratulating Timpani on her performance as they pass by.

"I really wish you wouldn't keep your tutor a secret," Mimi says. "I would really like to take some lessons from him. And I bet he is super cute too!"

Timpani's blush grows.

"Mimi, I've told you before you can't meet him. You know that he is..."

"I know, I know!" Mimi rolls her eyes. "He's the 'Angel of Music' sent by your father to watch over you. Honestly, Timpani, that sounds like a fairy tale."

"I know it does, and I didn't believe it a first. But my father, before he died, promised me the Angel of Music will come to me and guide me. And, ever since I've been at the opera, he has been there for me."

Timpani gives a dreamy sigh as she opens the door to her dressing room.

"Well, believe what you want," Mimi finally says. "Though..._is_ the Angel of Music good looking?"

Timpani rolls her eyes and laughs.

"One day, Mimi, I'm sure you will meet your own Angel of Music. Or in your case, the Angel of Dance."

"Oh, I so hope so! And, please God, making him handsome!"

Timpani laughs even harder.

"Yes, God forbid. Well, I'll see you at the party tonight. I would like a moment to myself before I get crowded with admires."

Mimi nods. "I understand. If there is one thing I'll never understand, is how people like Flurrie deals with the fans after every performance."

"I know," Timpani replies. "Oh, by the way, Mimi, your dance was awesome too. It was really quite a show."

Mimi smiles in reply.

"Thanks, I always have to look my best, you know. Well, I'll see you soon."

As she runs off, Timpani closes the door, her cheerful face turning into an exhausted one. She sighs heavily, thinking of all the people she would have to face. She feels a bit nervous, as she never has been in the center of attention like this.

_I just hope I don't make a fool of myself. _

_"You have done well." _

Timpani's eyes widen and light up at the sound of a soft voice.

"Angel!"

She walks towards the middle of her dressing room, glancing around at the walls.

"What did you think?" Timpani asks, her heart racing. "Did I do well?"

_"You did more than well, my dear,"_ the Angel of Music answers. _"You were absolutely perfect."_

Timpani smiles at her tutor's praise.

"Thank you. It was only from your guidance that I was able to do so well."

The Angel of Music chuckles.

_"I think you give me too much credit. But, in all seriousness, you did well. Though you still have much to learn, like a fledgling bird gaining the ability to take flight, you've only just begun your way to stardom." _

"I know. And you will be with me the whole time, right?"

_"Of course, my dear. I would never leave your side. You are far too important to me."_

Timpani smiles in reply, a faint blush on her cheeks.

Suddenly, there was a knock at the door.

"Timpani, may I come in?" a muffled voice says. "It's Merlee."

Timpani hesitates to answer.

_"Go ahead and enjoy yourself, Timpani,"_ the Angel of Music finally says. _"We will talk more tonight."_

"Okay. Thank you, Angel."

With that said, Timpani walks to her door and answers it. Merlee comes in and gives her a big hug.

"You did very well, my dear," she whispers holding back a joyful sob. "I am so proud of you."

Timpani smiles and lets her go.

"Thank you, Merlee. I was glad I did so well. I was very nervous, and I was afraid of making a fool of myself, a fool of the opera."

Merlee smiles gently.

"You never have to worry about that, Timpani. You are a very talented girl who has her whole life ahead of you. No matter what you do, you will always make this opera shine. I just know it."

Her eyes darken a bit.

"Besides, there are more things to worry about then a bad performance."

Timpani blinks, studying Merlee. "Are you talking about...?"

Merlee looks up at Timpani and smiles.

"Let's...not worry about him for now. Let us enjoy the happy moment while it lasts. But, speaking of him..."

Underneath the sleeve of her shirt, Merlee reveals a beautiful blood red rose with black lace tied to it.

"_He_ is pleased with you."

Timpani gasps and takes a hold of the rose. She studies it, twirling it in her hands. She doesn't know what to think. To feel flatter that the Phantom liked her performance or disgusted that such a horrible man such as himself would feel 'pleased' while she had to make up the mess he caused.

"I would take it as a compliment," Merlee says breaking Timpani out of her thoughts. "After all, this is the first time he has shown any likeness in someone."

Timpani narrows her eyes as she sets the rose on her dresser.

"I don't care if he is a fan of me or not," she says in a low voice. "A man, if he is such a thing, shouldn't treat us like we are his pets."

"I know. But we must not talk about such things here. Go get ready for the party; everyone is anxious to see you."

Timpani nods in reply and Merlee leaves the room. Timpani then undresses herself and gets into more comfortable clothes. As she changes, she thinks about the Opera Ghost_. _

_Why me, of all people, would __he be pleased with? I'm not an official opera singer yet. Did he...make that backdrop fall on Madame Flurrie on purpose? Why would he..._

So many questions, so few answers.

Timpani clutches her fists. If only she could see this cowardly Phantom face to face. She would give him a good piece of her mind. Yes...if only she knew how to reach him, she could probably solve all of the opera's problems.

_Maybe the Angel of Music knows how to reach him..._

The thought has occurred to her more than once that her angel and the Phantom were connected, that they could possibly be the same person.

But, it is highly unlikely.

Timpani's angel is a kind, gentle spirit while the Phantom is a tyrant with arrogance bigger than the opera itself. There is no way they could be the same person.

Just no way.

* * *

"So, what do you think of the performance, my count?" Luigi asked as he, Mario, Blumiere made their way backstage for the party.

Blumiere smiles, seeming a bit distance.

"Yes…it was a wonderful show," he says, half dazed. "One of the better operas I've seen in awhile. And that singer…"

"Ah, Miss Timpani, you mean!" Mario exclaims. "Yes, she did a fantastic job, don't you think?"

"Yes, though wasn't the role supposed to be played by Madame Flurrie? It said so in the bulletin."

"Oh…well…"

Blumiere gives a puzzled look as Mario hesitates to answer.

"She…had gotten sick at the last minute!" Luigi quickly explains, covering his brother. "We didn't have time to get another professional singer, so we had to use Timpani."

"You mean she's not an official opera singer yet?"

"No, she is still in training. That is what we were told."

Blumiere gives a small pause, but then silently nods in reply.

The three men now arrive backstage. Koops, Waluigi, O'Chunks, Mimi, Merlee, and the other residents of the opera are there, laughing and having a good time. Mario smiles.

"I'll go ahead and see if I can find Merlon anywhere. Luigi, Blumiere, I hope you enjoy yourselves."

With a nod from Blumiere and Luigi, Mario wonders off into the crowd in search for the previous owner of the opera.

Though, for whatever reason, Luigi has the feeling that Merlon may not be here. He seems anxious to sell the opera, not even giving a real explanation as to why he was leaving.

_Is someone after Merlon and using the Opera Ghost as a decoy?_

"Uh, Luigi."

Blumiere's voice brought Luigi back to reality.

_Perhaps I am thinking too much._

"What do you need, Blumiere?" he asks causally.

"If you don't mind, Luigi, I would like to see Timpani in private," Blumiere explains. "She and I…go back a long way and I wish to catch up."

Luigi smirks. "Oh, I see. Well, I won't keep you from her."

At the corner of his eye, he sees Mimi walk by.

"Mimi, do you know where Timpani is?" Luigi asks.

Mimi blinks.

"Last time I saw her she was in her dressing room. Why?"

Her eyes then meet up with Blumiere's.

"Oh!" Mimi exclaims shocked. "Uh…hi Count Blumiere!"

Blumiere smiles "Hello there, Mimi, wasn't it?"

Mimi nods in reply.

"You are one of the dancers, aren't you?" Blumiere comments, deep in thought. "It was very impressive. With you girls so young, it must have been hard for you. You all have a lot of talent."

"Thank you."

A small blush develops on Mimi's face, making Blumiere chuckle softly.

"Mimi, could you be so kind and take the count to Timpani?" Luigi asks kindly. "I want to see if I can find my brother and Merlon."

"Of course."

She turns to Blumiere.

"Right this way, my count."

Trying to avoid the crowds as much as possible, Mimi leads Blumiere out of the backstage area and towards the dressing rooms. They came into a long hallway and went to the furthest room on the left.

"This is Timpani's room," Mimi explains. "She should still be inside. If not, come find me."

"I'll keep that in mind," Blumiere replies. "Thank you, Mimi."

Mimi smiles and nods her head before she makes her way back to the party. When she is gone from view, Blumiere softly knocks on the door.

There is a moment of silence.

"...Come in."

Letting in a deep sigh, Blumiere slowly opens the door. There, Timpani is sitting at her dresser brushing her hair, her eyes a bit distant. She hasn't seen Blumiere, though it looks like she is waiting for her guest to speak first. Blumiere smiles a bit, seemingly amused.

"It looks like you haven't changed that much. Always staring off into the distance with your mind wondering."

At the sound of his voice, Timpani gasps and looks up at him.

"Blumiere!"

She stands up quickly and runs up to him. She gives him a giant hug and Blumiere laughs.

"…And the grip on your hugs hasn't changed either," he says, his voice muffled a bit. "It's good to see you again, Timpani. It's been so long."

Timpani loosens her grip on him and smiles.

"I know. But ever since Father died…we just couldn't see each other like we used to."

"I know, I know," Blumiere says gently. "But that's all in the past. Look where you are now! Your singing was magnificent!"

Timpani smiles as she pulls up a spare chair for Blumiere to sit in.

"I've always dreamed of being an opera singer," Timpani says once she and Blumiere were comfortable. "Father always said I had the talent, and if I tried hard enough, I would get there."

"And he was right," Blumiere commented happily. "I'm sure if he were alive now, he would be very proud of you."

Timpani gives a slow nod, though her eyes in the distance.

"…Do you remember that story Father always used to tell us when we were kids? The Angel of Music?"

Blumiere sits back in his chair and laughs.

"Of course. You always begged him to tell it over and over again. It was our favorite story. Why, what about it?"

There was a slight pause, Timpani taking a deep breath of air.

"...Before father died," she finally says, "he told me that when he is no longer in this world, and if I ever needed guidance, that he would bring the Angel of Music to me to fulfill my dream of being an opera singer."

Timpani looks into Blumiere's eyes.

"Well, my father has passed on. And I've been visited by the Angel of Music, here at the opera. And because of him, I've gotten to sing in Madame Flurrie's place. He has made my voice shine."

"I can see that clearly," Blumiere says with a smile. "Your opera teachers have done an excellent job. You have certainly been blessed by your father's ghost."

He then stands up and offers his hand to Timpani.

"We should probably head to the party before everyone wonders where we are."

He gives a cocky smirk.

"Probably wondering if we are doing anything…_inappropriate_."

Timpani gasps. "_Blumiere_!"

She hits his arm playfully. Blumiere laughs and they walk out of the room together, shutting the door behind them. But in the back of the room, towards the full body mirror, a pair of eyes could be seen from within it.

And an angry fire burns within them.


	4. Act I: Scene IV

Around the stroke of midnight, Blumiere escorts Timpani back to her dressing room. Timpani gives a large yawn as she opens the door.

"My," she mutters sleepily. "I thought that party would _never_ end!"

"Didn't you enjoy yourself?" Blumiere questions concerned. "I thought you were having a great time."

Timpani smiles slightly, exhaustion in her sky blue eyes.

"I did, but all those people crowding around me...I'm not use to this type of attention."

Blumiere smiles and chuckles softly.

"I guess that's one drawback to being an opera singer. But, I'm sure you will get use to it."

"I guess," Timpani replies. "But right now I just want to get some sleep."

Blumiere smiles. "Then I shall not keep you from it. I'll probably see you tomorrow, as I've got some business with the new mangers in the morning."

"Hopefully I won't be too busy when you come by, with rehearsal for the next opera and all."

"Same here."

Blumiere tips his white top hat.

"Well, goodnight _Madame_ Timpani. May you have pleasant dreams."

Timpani rolls her eyes and does a curtsy.

"Goodnight to you too, _Count_ Blumiere."

With a small laugh, Blumiere then makes his way down the hallway and leaves the opera. Timpani watches him go, smiling to herself on how good it was to see Blumiere again.

She then enters her room and falls onto her bed, not having a single care in the world. She closes her eyes, letting the coolness of the room fill her, taking in the moment of peace.

_"Insolent fool, this slave of fashion! Basking in your glory."_

Timpani's eyes widened with shock as the harshness in the Angel of Music's voice.

_"Ignorant fool, this brave young suitor, sharing in my triumph!"_

Timpani sits up, her wide eyes and going in all directions.

"Angel...are you angry?"

_"Why where you with this man?"_ the Angel demands. _"Why would you let yourself be with someone as low as him?"_

Timpani can tell that her tutor was furious with her, though she didn't understand why. Taking a deep breath, she stands up and sings.

"_Angel! I hear you! _

_"Speak,_

_"I listen..._

_"Stay by my side, _

_guide me._"

There is a moment of silence, as Timpani could faintly hear the sound of someone sighing.

The Angel then sings softly:

_"_Flattering girl, you are.

"Calming me down

"with the sound of your voice.

"But...I'm afraid it is time

"that you know

"the truth.

"Look into the mirror

"and see why

"in shadow

"I hide._"_

Confused, Timpani obeys the voice and walks towards her mirror. At first, she only sees her reflection. But slowly, her reflection is replaced with the figure of a man. He is tall with a purple and yellow poncho and jester's hat with black pants and gloves. A half black and half white mask covers his face, his yellow and gray eyes shining underneath it.

The more Timpani stares at the mysterious man, the sleepier she gets as mist starts to come out of the mirror. A horrible smell fills her nostrils as the mist moves pass her, giving her a slight headache. She feels her senses start to relax, no thought going through her mind. The Phantom of the Opera smiles and extends his hand.

"_I am _

_"your Angel of Music. _

_"Come to me: _

_"Angel of Music..._"

Timpani gives a blank stare, as if hypnotized by charismatic voice. Slowly, she approaches him and extends her hand towards his. Their finger tips barely touch, but Timpani hesitates a bit.

_No…this is wrong. Something doesn't…_

"It's alright, my dear," the Phantom says softly. "You can trust me. I won't hurt you."

His voice interrupts any sort of thought, any kind of subconscious instinct. Timpani looks into the Phantom's eyes and slowly takes his hand. The Phantom gives a large smile and leads Timpani into the mirror. She walks straight through, like there was no glass what so ever. They are now in a large underground tunnel, the cold moist air making Timpani shiver. They begin to walk down it, the Phantom in the lead while Timpani follows.

"_In sleep _

_he sang to me, _

_in dreams _

_he came…_"

Timpani starts to sing very softly, her voice almost completely emotionless.

"_That voice _

_"which calls to me,_

_"and speaks _

_"my name. _

_"And do _

_"I dream again?_

_"For now_

_"I find _

_"the Phantom of the Opera _

_"is there._

_"Inside my mind._"

The Phantom glances over at her, letting her sweet voice fill his ears.

"_Sing once_

_"again with me, _

_"our strange_

_"duet._

_"My power _

_"over you_

_"grows stronger_

_"yet. _

_"And though_

_"you turn from me,_

_"to glance _

_"behind… _

_"The Phantom of the Opera_

_"is there._

_"Inside your mind._"

When they finally reach the end of the tunnel, a large underground lake lies in front of them. Thousands of other tunnels are also linked to the lake, all leading in different directions. There is a small boat docked at the lake shore and the Phantom helps Timpani get inside. Once she sits down, the Phantom begins to row the boat slowly across the lake. Timpani looks down at the water, staring blankly at her reflection.

"_Those who_

_"have seen your face_

_"draw back_

_"in fear. _

_"I am the mask you wear…_"

"_It's me they fear,_" the Phantom replies in song.

"_Your spirit._"

"_And my voice._"

"_In one _

_"combine. _

_"The Phantom of the Opera _

_"is there. _

_"Inside your/my mind._"

As they sing together, their voices start to echo a bit inside the underground lake. A dark shadow moves onto the Phantom's masked face, his eyes glowing in darkness.

"_But in all _

_"your fantasies, _

_"you always_

_"knew _

_"that man _

_"and mystery…_"

"_…were both in you…_"

The Phantom and Timpani then sing together.

"_And in _

_"this labyrinth._

_"Where night_

_"is blind. _

_"The Phantom of the Opera _

_"is there/here _

_"inside your/my mind…_"

"Sing my angel!" the Phantom exclaims. "_Sing for me!_"

Timpani obeys the Phantom's command, singing as loud as she never have sang before. The Phantom smiles, encouraging her and pushing her to sing even higher and louder. Her voice becomes so high pitched that it even starts to hurt her throat.

Finally, Timpani couldn't sing anymore and she coughs up air. She gasps, feeling like she is going to faint from lack of oxygen. She then looks up and sees a giant cavern, decorated to look like someone's home. A giant iron gate guards the entrance, and the Phantom flicks a switch to open it as they row pass it.

They enter the Phantom's lair, filled with many candles with blood red and golden clothes covering the walls. The Phantom docks the boat at the lake shore and steps out. Timpani watches him carefully, still trying to catch her breath. The Phantom looks down at her, smiling.

"_Night time_

_"sharpens, _

_"heightens each sensation… _

_"Darkness stirs _

_"and wakes imagination… _

_"Silently the senses_

_"abandon their defenses_

_"…and surrender themselves_

_"to their desires._"

The seductive, gentleness of the Phantom's voice takes over Timpani's mind, as her already exhausted state takes over her even more. The Phantom then helps her out of the boat as he continues to sing.

"_Slowly, gently_

_"night unfurls its splendor…_

_"Grasp it, sense it,_

_"tremulous and tender…_

_"Turn your face away_

_"from the garish light of day,_

_"turn your thoughts away _

_"from cold, unfeeling light,_

_"and listen to_

_"the Music of the Night._"

Timpani looks around the lair as the Phantom leads her around. There, she sees a miniature version of the opera stage. With a small figurine of her at its center. She looks back up at the Phantom.

"_Close your eyes _

_and surrender to your_

_darkest dreams,_" the Phantom sings.

"_Purge your thoughts_

_"of the life _

_"you knew before! _

_"Close your eyes, _

_"let your spirit_

_"start to soar! _

_"And you'll live_

_"as you've never _

_"lived before._

_"Let your mind _

_"start a journey through a _

_"strange new world! _

_"Leave all thoughts_

_"of the world_

_"you knew before!_

_"Let your soul _

_"take you where you _

_"long to be!_"

The Phantom has lead her to the center of his lair, where a beautiful old, golden organ sets in the middle. The organ is cluttered with sheets upon sheets of music, some of then fading away with age.

"_Only then…_

_"can you belong…_"

The Phantom puts his fingers under Timpani's chin, making her look at him in the eyes.

"…To me."

The Phantom turns Timpani around and holds her against him. He moves his free hand around her face and neck, touching her delicately.

"_Floating,_

_"falling…_

_"sweet intoxication…_"

He makes Timpani touch his mask.

"_Touch me, trust me,_

_"and savor the sensation…" _

He makes her face him again.

_"Let the dream begin!_

_"Let your darker side give in_

_"to the power of the music that I write!_

_"The power of the Music of the Night!_"

Timpani stares at the Phantom, listening to his words carefully. Suddenly, her vision starts to blur as her tiredness finally consumes her. She faints and the Phantom catches her at the last minute. He picks her up and carries her to a small bedroom. The Phantom gingerly places Timpani on the old bed, tucking her in with the old red blankets. The Phantom moves some stray hairs out of her face.

"_You alone_

_"can make my song _

_"take flight._

_"Help me, my dear Timpani, _

_"make the Music of the _

_"Night…_"

Slowly, the Phantom leaves Timpani's side and closes the door behind him.


	5. Act I: Scene V

"_I am your Angel of Music. _

_"Come to me:_

_ "Angel of Music..._"

A voice sings over and over again in Timpani's mind. She slowly opens her eyes, the little light in the room making her head hurt. Timpani slowly sits up, looking around the dark room. A few candles lit up the room, but it takes awhile for her eyes to adjust.

_Where…where am I?_

Confused, Timpani stands up, rubbing her head as she tries to remember what happened last night.

_I remember Blumiere saying goodnight to me, and being a smart ass as always. I went into my room, and then the angel spoke. He sounded…angry, and I tried to calm him down. He sang to me, told me to look in the mirror. And then…_

Timpani's eyes widen.

_I saw a man! A man…he looked like a jester. His eyes were mismatched…and mist came out of my mirror._

After that, nothing.

Timpani couldn't remember, or at least clearly. It was like her memory was temporary erased.

_But who…_who_ was that man? _

Not wanting to stay in this creepy room any longer, Timpani slowly walks to the door. As she grabs the doorknob, out of the corner of eye, she sees an old broken mirror. The glass is completely cracked and it distorted her reflection, making it almost impossible for her to recognize herself. There are faint stains of dry blood on the cracks, like someone punched through the glass. Feeling disturbed, Timpani quickly opens the door and walks out.

Closing it behind her, she finds herself looking at a huge lake. Timpani's eyes widen as she realizes that she is in a cave. Faintly, she begins to softly hear organ music. Her heart pounds in her chest as she glances over to where the sound is coming from. She sees the Phantom quietly playing the organ, occasionally writing something down on a piece of paper as he goes. From where Timpani is standing, it looks like he is writing music. Timpani watches him for a bit, not sure how to approach him.

Eventually, the Phantom sees her from the corner of his eye. He immediately stops playing and turns to her, smiling brightly.

"I see you have finally awakened, my dear," the Phantom says smoothly. "I hope my organ playing didn't disturb you."

Timpani gasps at the sound of the Phantom's voice. He smiles.

"Aw, I guess you are surprised to see me…like this. Not what you were expecting, my dear Timpani?"

"Uh…"

Timpani stares at him, dumbfounded.

"I…yes. This is…shocking. But who…are you? What are we…why am I…"

So many questions went through Timpani's mind that she can hardly speak.

The Phantom, understandingly, smiles and stands up. He slowly approaches her.

"I, my dear, am your mysterious tutor," the Phantom explains. "I am your beloved Angel of Music."

He takes her hand and kisses it.

"I am Dimentio, the Phantom of the Opera!"

Timpani gasps and flinches back, taking a hold of her hand.

"_You're_ the Opera Ghost?" she exclaims shocked. "_You_ are the one who has been terrorizing the opera?"

"I wouldn't call it 'terrorizing,'" Dimentio replies. "But more like guiding. Like a conductor, I lead the opera to glory. Like last night's show, for example. If it wasn't for me, you wouldn't have sung that beautiful solo, Timpani. Madame Flurrie would have destroyed the whole show, for a complete arrogant, self centered fool that she is. You, my dear, fitted the part more than her."

"That may be true that she is selfish," Timpani reasons. "But that doesn't mean that she should have gotten a backdrop dropped down on her!"

"But it was the only way, my dear. It was the only way to get the new mangers, and the rest of the opera, to see your glory."

Dimentio moves a bit closer to Timpani.

"A 'Thank you,' would be nice to hear."

Timpani narrows her eyes.

"True, I do thank you for what you have done for me, with my voice and all. But this…you didn't need to do. I'm still not a fully trained opera singer yet. I don't see why you want me in the spotlight."

Dimentio smiles, his large grin hitting the edges of his mask.

"True you have much to learn, but you needed to be seen. Like a flower, you've only begun to bloom."

He runs his fingers through her hair.

"And a _beautiful_ flower you will become…"

Dimentio's voice trails off a bit, him staring intensively at Timpani. Timpani, getting a bit uncomfortable with the stare, took another step back.

"So," Timpani says hoping to change the subject. "If you are the Opera Ghost, then we are still at the opera?"

"That is correct, my dear," Dimentio answers, gesturing at the cave. "We are at the lake that lies below the opera house. Little is known about this lake, which is why I am here all by myself. This is where I live and write my music."

"You are composer then?"

"Correct again. I haven't been able to publish my work yet, but I have written a few operas, only one of them completed though. Which, if everything goes according to plan, will be first preformed here at the Mushroom Kingdom Opera."

There is a slight pause.

"However, there is one problem. I have…a hard time, as of late, of writing music. I have been lacking inspiration, concentration… And that is where you come in, my lovely Timpani. Your purpose."

Dimentio takes a step closer to her after each word he says, though Timpani does whatever she can to make sure he stays at a distance. However, it seems like the Phantom will do anything to get close to her.

"You've might have noticed that these last few lessons…was music you did not recognize," Dimentio explains. "That is because it is mostly my own. Timpani, your voice, you as a person, inspire me more then you could _ever_ comprehend. Not only do I help you improve your voice, but you improve my music. You must realize that we rely on each other greatly. And that we can only get better if we continue that partnership."

With all the moving and avoiding, Timpani soon finds herself cornered between a wall and the Phantom himself. Timpani shakes with fear, unsure what Dimentio will do next. Dimentio forces her, without touching her, to look at him in the eyes.

"I want us to have a _true_ partnership. You help me write while I help you sing. Doesn't that sound like a good idea? We both get what we want, it's really an offer you can't refuse."

"A-and," Timpani stutters a bit, "w-weren't we already doing that?"

"Not to its full extent. There is only so much one can do believing that the other...is a ghost."

"...I see..."

There is another silence, Timpani and Dimentio staring at each other without blinking. Timpani studies the appearance of Dimentio's mask, seeing that no signs of skin can be seen other then the edges of his mouth and his eyes. But even that is barely visible.

"...I, uh, hope you don't mind me asking this," Timpani finally says, breaking the uncomfortable silence, "but why are you wearing a mask like we're at a masquerade ball?"

Dimentio's eyes widen a bit, as he immediately steps back.

"That, my dear," Dimentio explains, his voice shaking a bit. "Isn't anything for you to worry about. I have my reasons."

Timpani gives a confused look. "And what are those reasons?"

"I cannot tell you. Please don't push me."

There is a subtle, threatening tone to his voice, making Timpani's skin crawl.

But...something wants to, desperately, take off his mask. She needs to know what her angel, what the dreadful Phantom, truly looks like_._

_ If I am going to solve the opera's problems, I need to know everything about him. _

Heat rises to her face.

_And...maybe just like Mimi said, he could be good looking..._

Dimentio blinks.

"Why is your face suddenly red? Are you not feeling well?"

Timpani's blush grew and Dimentio keeps his puzzled expression.

"I...it's nothing," Timpani finally says. "Though, can you give me a demonstration of what your music sounds like on the organ? I'm curious to hear a full extension of it."

Dimentio studies Timpani for a moment, but eventually gives a large smile.

"If you wish. Make yourself comfortable."

Timpani nods in reply as Dimentio makes his way back to the organ. He prepares himself and starts to play. Timpani stands behind him, closing her eyes as she listens to the music. Dimentio plays with such quick movements, making the notes come in fast. But, each note is played perfectly and there is perfect harmony to it. He has a lot of talent, and Timpani can't help herself but hum along. Dimentio smiles as he hear her soft hums.

Completely distracted, Timpani takes this opportunity and quickly rips off Dimentio's mask. Dimentio cries out and immediately puts his hand over his face and backs away.

But it is too late. Timpani has already seen his face.

Her eyes are wide with horror as she drops the mask at her feet.

"Damn you!" Dimentio shouts, desperately trying to hide his face. "You little prying Pandora! You little demon! Is this what you wanted to see?"

As if he completely lost his mind, Dimentio turns his back on Timpani and kicks a nearby wooden table. He shouts and cries, most of his words merging together, almost sounding like he was speaking a foreign language. He curses Timpani's name, calling her many things. Timpani only watches, as there is nothing she can do.

Suddenly, Dimentio stops his rampage and stops all movement. With his back still turned to her, he leans on the half destroyed to table and begins to laugh softly.

"You probably think this is another mask as well," Dimentio says betweens breaths of laughter. "But know, this is my true face. The true face of your Angel of Music. Like a gargoyle, I burn in hell but secretly yearn for heaven…"

His laughs become louder and madder.

"But the fear you feel now can eventually turn to love. Oh how delicate one's mind can be in put into a certain situation. Oh how delicate the mind truly is…so easy to slip into madness. Oh, you will eventually see it, my dear Timpani, you will eventually see it…"

The Phantom continues to ramble and laugh, his words soon not making any sense. Timpani slowly reaches for Dimentio's mask, her eyes never leaving him. Cautiously, she approaches him, her eyes full of sympathy. Dimentio sees her coming, but he still hides his face. Only his yellow eye can be seen, staring straight at her. Timpani offers him his mask back silently. Dimentio slowly takes it back and carefully puts it on.

"I have considered your partnership," Timpani finally says softly. "And I will work with you, but only if you let me go back to the opera."

"But if I do that," Dimentio says now turning to face her, "you will never come back. Now that you know what I look like; you will avoid me and leave me forever! You are lying, my dear, I am not that idiotic or naive."

"No, I won't," Timpani replies sincerely. "We may have never had a conversation face to face, but you know what I am like. You know I won't do anything like that. I promise that I will come back, so long as I continue my life at the opera. Only then I will cooperate with you."

Dimentio studies Timpani, his eyes having a possessive gleam to them. Timpani forces herself to keep eye contact, knowing this was the only way for her to get out of here alive. Dimentio's eyes become unreadable.

"…I will allow you to return to the opera, to continue your career and be with the others," he finally says. "So long as you come and spend each night with me."

Timpani's face pales a bit, but she forces herself to nod in agreement.

"A-alright. I will come to you every night and return to the opera in the morning."

"Yes, and it will _quickly_ change if you _don't_ keep your end of the bargain."

"…Of course. I understand. Now that is settled, I should get back to my room before anyone notices I'm not there."

"…Yes, those fools will be missing you."

Reluctantly, Dimentio leads Timpani to the small boat.

"One more thing before I take you back," Dimentio says before Timpani can step into the boat. "You have to promise me one more thing."

Timpani blinks. What more could he possibly want?

"Promise me…that you will no longer see Count Blumiere."

Timpani gasps.

"_What_? But he's my friend! I can't just shun him out of my life!"

"Doesn't matter," Dimentio replies, his voice icy cold. "You will not see him under any circumstances. You shouldn't be with people like him."

"'People like him?'"

Timpani crosses her arms, looking furious.

"I don't care who the hell you are, but you do _not_ tell me who I can and can't see! I agreed to see you every night, and I will keep it. But you do _not_ control my life like the rest of the opera!"

An frustrated flare burns in Dimentio's eyes.

"Then how will I know you've kept your loyalty to me?"

Timpani shakes in anger. She is about to make another snappish comment, until she sees the dangerous, blood thirsty look in Dimentio's eyes. She stops herself in mid breath.

"…We will discuss this in more detail tonight," Timpani finally says softly. "However, let's make this clear that I am _not_ your little puppet to control, understand?"

Dimentio stares at her for a long moment. Finally, he lets out a heavy sigh and says, "Alright. Now, to get you back to the opera house."

* * *

"You've got to be kidding me!" Mario exclaims at the top of his lungs as he paces back and forth in his and Luigi's office. "This is inconceivable!"

In his hands, is a letter that he found on his desk early this morning. He reads it over and over again, as if he can't believe someone would write such a thing! Suddenly Luigi comes running in; a letter like Mario's crumbled up in his hand.

"Mario!" he cries. "Mario, something horrible just happened!"

Mario glances up at his brother. His eyes widen at the paper in Luigi's hand.

"You've…got one too?"

Luigi blinks and sees his brother's letter.

"Y-yes."

The mangers stare at each other.

"What does yours say?" Mario asks in a low voice.

Luigi slowly unfolds his letter and begins to read it.

"'Dear Luigi,

'What a fantastic performance last night! Everyone's roles were perfect, Timpani being the best. I am pleased with her, as she has much more potential then old Madame Flurrie. I look forward to seeing her career to take flight, and Flurrie's falling.

'Signed,

'O.G.'"

Luigi looks up at his brother, his eyes filled with uncertainty and a bit of fear. Mario then clears his throat and reads his.

"'Dear Mario,

'Just a reminder, I have yet to receive my salary. If you know what's good for you, you will send it to me as soon as possible. It would be wise not to ignore my orders. That goes for keeping Box Five closed off for me as well. Once you have the money give it to Madame Merlee. She will know what to do.

'Signed,

'O.G.'"

"_Merlee_?" Luigi questions puzzled. "Why Merlee?"

"I don't know," Mario answers. "Maybe she has something to do with it."

"And the letters are signed 'O.G.'... Opera Ghost?"

"It would seem so."

"Do you think Merlee is using the ghost as a way to get money?"

Mario is silent for a moment, studying the penmanship of his letter.

"This can't be Merlee's handwriting," he finally says. "It is too messy and uneven to be hers. It is possible someone is working for her, writing them for her."

Suddenly, the sound of someone shouting could be heard outside. Mario and Luigi quickly ran out of their office to the entrance hall. There, Blumiere is arguing with Merlee, who was blocking his path to the dressing rooms.

"I'm sorry monsieur," Merlee is saying, sounding sympathetic. "But I cannot allow you to see her."

"But this is important!" Blumiere cries desperately. "I need to see Timpani! Please, madam..."

"My count, you don't understand…"

"What is going on?" Mario interrupts. "Count Blumiere, Madame Merlee?"

Merlee and Blumiere turn to them.

"Mario, Luigi, I'm glad you are here," the count says in relief. "Hopefully you can talk some sense into her."

Mario and Luigi turn to her. Merlee's eyes are emotionless and it is hard to see what she is thinking. Luigi and Mario start to get suspicious.

Merlee turns to Blumiere.

"Show them your letter, count."

The brothers' eyes widen. "_Letter_?"

Blumiere takes out of his white coat's pocket a letter looking just like the managers'. He clears his throat and reads it.

"'Dear Count Blumiere,

'I have received word that you have an interest with the opera singer Timpani. This is completely understandable, as she is a desirable young woman. But people like her only come once and awhile. Do not fret though; the Angel of Music has her under his wing. Make no attempts to see her again, or face the consequences.'"

Blumiere looks like he is about to panic.

"You must do something, managers! Timpani may be in great danger!"

Luigi turns to Merlee.

"And yet you _deny_ his request?"

"It is for his own good, Monsieur Luigi, with all due respect," Merlee replies.

Mario growls. "Just what are you…"

"Wait!"

Everyone turns to see Mimi, who is running towards the hall as fast as she can.

"Mimi, what is it?" Merlee asks her daughter.

"I have a letter for Count Blumiere!" Mimi explains. "It is from Timpani."

"'Timpani?'" Luigi questions. "Why would Timpani send a letter to the count?"

Not even caring how illogical it sounds, Blumiere quickly takes the letter from Mimi. He reads it to himself silently.

For it says:

'Dear Blumiere,

'When I heard your voice from the hallway, I just had to contact you. I _had_ to warn you. I can't explain it fully now, I don't have much time, but we can no longer see each other. It is for your own safety that you stay away from me. For _he_ will kill you! I will explain more in time, just trust me.

'Love,

'Timpani.'

Blumiere's face pales.

Suddenly, the doors to the opera doors were slammed open as Flurrie storms in.

"Count Blumiere!" Flurrie exclaims. "You son of a bitch, you are going to pay!"

She faces the count, looking as if she was about to strangle him. Blumiere stays silent, unsure what is going on.

"What is the meaning of this?" Flurrie demands. "How dare you…why would you send me something as horrible as that?"

"What are you talking about, madam?" Blumiere asks.

"Flurrie, please calm down," Mario soothes. "Can you please tell us what is wrong?"

Flurrie glares at Blumiere, and then at Mario, for a brief second. She then takes out a letter from her purse and everyone freezes.

"Read it!" Flurrie orders as she hands it over to Blumiere. "This is your letter, is it not?"

Blumiere takes the letter and reads aloud.

"'Dear Mme Flurrie,

'Your days at the opera are numbered. You are an embarrassment to the opera and your disgusting nature is no longer tolerated here. If you still want to keep your pride, leave the Mushroom Kingdome Opera forever or be brought to ruin.

'Signed,

'Count Blumiere.'"

Blumiere's eyes widen.

"This is not my handwriting or my signature! Someone is trying to frame me!"

"That is it!"

Everyone turns to Mario, whose face is red with anger.

"I am tired of all these damn letters!" he cries. "Whoever it is, I can assure you that they are all from the same person. The Opera Ghost, or a person using the rumor against us! Well, I have had enough and I will put an end to it once and for all! For tomorrow night's opera will prove to the world, that there is no such thing as an Opera Ghost!"

Mario points at Flurrie.

"Madame Flurrie will be playing the lead and Timpani will be playing a silent role. Blumiere will have a backstage pass and he shall see Timpani then if he should pleases, along with his own private box, Box Five. And Merlee..."

He narrows his eyes at the dance director.

"You will stay out of this performance. For we can't have anymore..._interference_."

He looks at everyone in the eye.

"Now, let's get to work now, shall we?"


	6. Act I: Scene VI

"So, have you heard the rumors yet?" Waluigi asks as he and a few other opera singers and dancers gathered around the backstage area. "That Mario is going to prove the Opera Ghost doesn't exist with tomorrow's show?"

"I can't believe he is going to do such a thing!" a young dancer exclaims fearfully. "The Opera Ghost will surely have his head for this once word gets out! And Luigi's too!"

"But the word already spread," another opera singer adds grimly. "He has probably found out as soon as Mario said out loud his plan!"

"It's going to be just like with Merlon," Mimi mutters softly as she looks down at the floor. "Merlon tried to ignore the Opera Ghost, and looked where he ended up?"

"For if he didn't leave the opera when he did," Waluigi adds, "he would have most likely have been killed by the ghost!"

"It wouldn't surprise me if he was dead!"

Everyone gasps as O'Chunks walks in, looking as drunk as he always is. O'Chunks growls softly.

"This Opera Ghost, whatever he may be, is always causing trouble. His temper is like…err…what's the word I'm looking for?"

Everyone gives a blank stare.

"…Like fire?" Waluigi suggests.

O'Chunks's eyes brighten up.

"Yeah, that's it! Like fire. Once it starts to burn he will not stop until he gets what he wants! And I can tell you right now that Mario and Luigi, if they continue to act like this; will end up dead by the end of the week!"

There are loud gasps from the ballet girls, all cringing in fear as they sit closer to one another. Mimi narrows her eyes at O'Chunks and stands up from where she is sitting.

"Why give him ideas, O'Chunks?" she cries angrily. "The Phantom has yet to commit murder and now you just blurted it out for him to hear!"

"Don't be so naive, Mimi," O'Chunks replies, looking down on her. "Just because he hasn't done it before doesn't mean he will _never_ plan to. Look at all the accidents and how more common they have become! It is only a matter of time before he claims his first victim. But the question is…_who _will it be?"

O'Chunks looks at everyone in the eye, including Waluigi and Mimi. Waluigi's face pales incredibly while Mimi breathing becomes heavier. O'Chunks studies Mimi for a moment and then slowly approaches her.

"Mimi, isn't it true that you claim to have seen the Opera Ghost?" he asks.

"I've only seen his shadow in the halls," Mimi answers in a low voice. "And I've seen his eyes in Box Five during performances."

"But you have at least seen a glimpse of him?"

"...Yes."

O'Chunks gives a drunken smile.

"And just by seeing the ghost, _you_ could be the first victim! For none of us have ever _seen_ him! Why would he go after someone who hasn't even seen him?"

Mimi's face pales dramatically.

"And what do you always tell us about the Phantom's appearance?" O'Chunks continues, pacing a bit. "That he has mismatched eyes? One as gray as cold stones and one as yellow and bright as a cat's eye in the dark of night? Well at least, Mimi, when the Phantom comes to kill you, it will be easy for you to recognize him!"

O'Chunks gives a small laugh, thinking that this is a joke, and Mimi looks like she is about to faint, along with the other ballet girls.

"O'Chunks that is enough!"

Everyone turns to see Merlee walk in, overhearing the conversation. She comes towards O'Chunks and slaps him across the face. O'Chunks flinches back, his cheek turning red by the slap.

"Those who taunt _him_ are the ones that get themselves killed!" Merlee says furiously. "If I were you, O'Chunks, I would keep quiet. Otherwise..."

Grabbing a nearby spare rope, Merlee throws it at O'Chunks's neck. She tightens it and O'Chunks struggles to break free. Everyone's eyes widen as Merlee pulls O'Chunks closer to her. They met each others' eyes.

"Or otherwise you may end up with a lasso around your neck."

With that said, Merlee gently removes the rope around O'Chunks's neck. She then leaves the room without another word, everyone staring at her in shock, and even with a bit of fear.

Mimi, feeling concern, follows her mother to her small office. Merlee has left the door open and Mimi quietly enters. She sees Merlee at her desk, writing out some sort of check. Mimi raises an eyebrow.

"Mom, what are you doing?"

Merlee glances up at Mimi for a second but then continues to write the check.

"Mimi, this isn't the time," she says quietly. "I have urgent business to attend to. Please run along."

There is a long silence as Merlee ignores Mimi and hopes she would just walk away.

But she doesn't.

Instead, Mimi walks up to her mother's desk and sees the check she is writing. Her eyes widen.

"_Mom_! You're giving _twenty thousand coins_ _to the Opera Ghost_!"

Mimi stares at Merlee, completely shocked and in disbelief. Merlee stops all movement, not even taking the time to make eye contact with her daughter. Mimi clutches her fists.

"Mom, you can't do this! We have barely any money to give away just like that! Isn't it the managers' job to pay _him_?"

Merlee stays silent for a moment.

"...It is, but Mario and Luigi both refuse to acknowledge the Phantom's existence. And I fear that as long as they do this, they will irritate the Phantom. And you know what that means, Mimi."

Mimi says nothing in reply, only staring at her mother. Merlee finishes writing the check and places it in an envelope. She then looks up at Mimi.

"And by giving my money to the ghost, I am hoping to save Mario and Luigi's life. For disaster is sure to come at tomorrow night's show."

* * *

During the night of the performance, Mario and Luigi take their seats in Box Six. Mario smiles to himself, as he hadn't had any disturbances all day. Rehearsal went exceptionally well and now he looks forward to seeing how tonight's opera turns out.

_And with no 'Opera Ghost' to ruin it all._

"Hey, Mario," Luigi says, interrupting his brother's thoughts. "Do you really think it is a good idea? Of defying the Opera Ghost?"

Mario raises an eyebrow.

"Why do you ask? Don't tell me that you are seriously thinking...!"

"I know, but a part of me worries a bit," Luigi replies, his eyes looking off to the distance. "I mean, weird stuff happens all the time at this opera. And the part with Blumiere and Timpani..."

Mario's gaze softens a bit.

"Yes, the part with Blumiere and Timpani concerns me too. Timpani may have a stalker harassing her, but I won't keep the two lovers apart because of that. Don't worry, Luigi, if someone tries to harm Blumiere or even Timpani, I will have a guard there to make sure nothing bad happens."

Luigi is silent for a moment, glancing over at Box Five where Blumiere was sitting. He sighs heavily.

"I guess you are right. Oh look, the show is about to start!"

As the lights dims in the opera house, Koops orders the orchestra to start playing the first song. The curtains open and the opera begins. Dressed up like French servants in the eighteenth century, three opera singers huddle together gossiping in a countess's bedroom. In the background, one maid played by Timpani is making the bed. A few minutes later, Flurrie, who had moist her throat with her bottle of water, and Waluigi walk onto the stage. They are dressed as a count and countess and they argue for a moment, until Waluigi angrily storms off the stage. Flurrie orders the rest of the servants to leave, except for Timpani. Once they are gone, Timpani then reveals herself as a poor peasant boy and Flurrie begins to sing about the countess and the peasant boy's love affair.

As the act goes on, ordinarily and nothing out of place. O'Chunks, watching the performance from up stage, seems relax and is enjoying himself. Across from him, there is a small balcony where the chandelier hangs. Hidden in the shadows, Dimentio stands watching the show. His eyes move from Flurrie to Timpani, no expression in them or his face. Though every time Flurrie opens her mouth, he flinches a bit at the sound of her voice.

Dimentio smiles slightly.

_Perhaps it is time I show everyone what happens when you disobey the Phantom of the Opera. After all, it is only a matter of time when Flurrie...'croaks.' Like a toad when it is about to die by the claws of a predator._

Quietly and swiftly, Dimentio moves to a secret door on the balcony and disappears.

Meanwhile, Mario and Luigi continue to watch the opera. Everything is going well, so well that nothing could ruin such a perfect performance.

Until this happened.

For in the middle of her line, Flurrie lets out a loud, screeching cracking sound. It sounds like a toad and everyone in the audience freezes. Timpani gasps and Madame Flurrie pales.

"Madame Flurrie!"

Flurrie glares at Timpani.

"Stay silent!" she snaps, her voice cracking. "We must continue!"

Acting like nothing ever happened, Flurrie silently tells Koops to continue where they left off. But once Flurrie starts to sing again, the same croaking sound comes out. Again and again she tries to sing, but nothing musical comes out of her mouth. At this point, the audience is laughing, amused by this blooper of sort. In Box Six, Mario and Luigi are stunned, their blood turning to ice.

For the Phantom's threats are coming true.

* * *

O'Chunks stares in shock as Flurrie tries desperately to sing. The horror of the audience laughing is unbearable, and the humiliation the opera is experiencing.

How..._how_ could this happen?

Suddenly, in the corner of his eye, O'Chunks sees a dark figure moving pass him. O'Chunks turns around, grabbing some rope beside him. He shakes in fear, for he knows he isn't alone.

"W-who's there?"

_"Aha ha ha ha..."_

A soft chuckle echoes in the upper stage.

O'Chunks's face pales as he walks a bit, trying to find the source of the voice. Suddenly, as if appearing out of thin air, Dimentio reveals himself. O'Chunks's eyes widen in fear and he looks into Dimentio's mismatched eyes.

"Y-you're..."

Dimentio smiles in reply.

Suddenly, he reveals a rope in his hands and he slowly approaches, O'Chunks's eyes become wide with fear. Instinctively, he charges at Dimentio and tries to put his own rope around his neck. But Dimentio is quick and light on his feet. He dodges every time O'Chunks tries to make a move, chuckling a bit. With his creepy, soft laugh, O'Chunks becomes greatly disturbed.

Though, he continues to fight and eventually, he corners Dimentio. O'Chunks glares at him, their eyes meeting. And even with the face of death, Dimentio shows no fear. In fact, he seems amused. And then, as if materializing out of nowhere, Dimentio reaches his hand to the wall and soon a knife appears from a secret storage inside the wall.

O'Chunks gasps and Dimentio aims at his chest. The knife cuts through his shirt and leaves a long narrowed scratch, blood seeping out. O'Chunks backs away, his face twisting in pain. Dimentio moves calmly closer to him, no signs of mercy in his eyes. As O'Chunks runs for his life, he trips and falls face first to the ground. He looks down at the stage, for he is right above it, as his blood drips down the cracks of the wooden floor and fall onto the stage.

But before O'Chunks could get up, Dimentio puts his foot on his back, immobilizing him. He makes O'Chunks face him and puts the rope around his neck. O'Chunks struggles to get it off of him but Dimentio has a tight grip as it pulls against his neck more and more. Dimentio gives a twisted smile as he chokes O'Chunks.

"Those who taunt me are the ones that get themselves killed," Dimentio whispers, repeating Merlee's own words. "For they soon have a lasso around their neck...And their corpse hangs above the stage of the opera!"

* * *

Blumiere tenses up as he sees the Flurrie's croaking get worse and worse. Though he is far away, he can tell that something is terribly wrong with the show.

_Did the Opera Ghost do something to Flurrie?_

"Oh my God!"

With a woman in the audience screaming at the top of their lungs, a body falls out of the darkness of the upper stage and hangs right in front of Timpani and Flurrie. Timpani screams and Flurrie faints, as O'Chunks's body dangles, his neck broken.

The audience begins to panic and Blumiere sees Mario and Luigi rush out of their box and to the stage. The curtains immediately close the last thing Blumiere sees is Timpani's petrified face.

_Timpani!_

With many thoughts going through his mind, Blumiere rushes out of his box and runs down to the backstage area. Pushing and shoving people out of the way, he finally makes his way down there. The whole backstage is in total chaos, the opera staff in mass panic over the death of their fellow worker. But even though Blumiere is scared to death, knowing what could happen next from the letter he had received, he has to find Timpani.

He quickly moves around the backstage, until he finally gets sees Timpani heading towards the dressing room area.

"Timpani!"

Timpani freezes at the mention of her name as Blumiere runs up to her and holds her tightly.

"Are you alright, Timpani?" Blumiere asks, sounding like he was about to go hysterical.

"Blumiere!" Timpani exclaims as she pushes Blumiere off of her. "What are you _doing_ here? Didn't you get my note? _You can no longer see me_!"

"I know, but I couldn't help myself," Blumiere answers. "With everything that has happened, I had to make sure you were alright."

He looks deeply into her eyes.

"Timpani, what is going on? Who is this Angel of Music that supposedly 'has you under his wing?' Is he somehow connected to the Opera Ghost? Are you..."

He loses his words as he sees the terrified look in Timpani's eyes. A look of terror that made his own heart stop with fear.

Timpani quickly glances around the walls.

"...If I ever hope to tell you the truth, this is the time. But we can't talk here. _He_ may find us. Don't question me, just do as I say and follow me!"

Nodding in reply, Blumiere follows Timpani as she runs towards the fleet of stairs at the end of the backstage area. They run up towards the top, passing the upper stage and box area, and arriving at the roof top. Timpani opens the door to the roof and she leads Blumiere outside. Snow slowly falls down as a cold winter breeze blows pass them.

"Timpani, is this really necessary?" Blumiere asks, noticing Timpani shivering in the cold. "You may catch a cold out here."

"It doesn't matter," Timpani replies, her voice shaking. "It is the only place for us to hopefully talk without Dimentio listening."

"'Dimentio?' Timpani, who is Dimentio?"

Timpani pauses for a moment.

"…That is the name of the Opera Ghost. The name of the man who killed O'Chunks and ruined Flurrie's voice. That is the name…of the Angel of Music. My tutor…"

Blumiere's eyes widened. Timpani looks up at Blumiere, tears running down her face.

"Oh Blumiere, you have no idea of what horrors I've been through! I've been to his lair, Blumiere! After you left me last night, he kidnapped me and brought me to his home, an underground labyrinth and lake with a small cave for a house. He talked to me, he showed me his music. He is a composer, Blumiere, a great talent with the organ. But then, I removed his mask and saw his face! And can I ever forget that sight? Can I ever escape from that face? So distorted, deformed, it was hardly a face… Truly Death's Head! And with the horrible crimes he has made, the horrors he has done to this opera..."

Timpani starts to cry a bit. Blumiere watches her, unsure what to do. Timpani walks towards the edge of the roof, looking in the distance as the snow fell gently upon her. She then closes her eyes and begins to sing.

"_And yet... _

_"When I hear him sing, _

_"I remember who I thought _

_"he once was. _

_"If I can look _

_"pass his face _

_"and look pass the madness, _

_"I see in his eyes… _

_"Sadness and pain, buried in so deeply. _

_"All he has ever known is darkness, _

_"never seeing the light of day._

_ "The only form of light he has ever known_

_ "was from… _

_"me..._"

Timpani then loses herself as she is in a crying fit. Tears pour down her face, as she falls to her knees. Slowly, Blumiere approaches her and makes her stand on her feet. Timpani puts her arms around him and hugs him close to her. Blumiere gently strokes her hair.

"_Hush now, Timpani._

_ "No more talk _

_"of darkness. _

_"Forget these_

_ "wide eyed fears. _

_"I'm here, _

_"nothing can harm you. _

_"My words will warm _

_"and calm you._"

As Blumiere continues to sing, Timpani's tears slowly stop and she closes her eyes. She listens to his voice, her breathing and grip on him relaxing a bit.

"_Let me be _

_"your shelter,_

_ "let me _

_"be your light.  
_

_ "You're safe:_

_ "No-one will find you. _

_"Your fears are _

_"far behind you…_"

"Blumiere…"

Timpani looks into her old friend's eyes, eyes that are filled with warmth and love. Blumiere smiles and brushes a tear off of Timpani's cheek.

"_Say you'll share with_

_ "me one love, _

_"one lifetime. _

_"Let me lead_

_ "you from your solitude._

_ "Say the word and I_

_ "will follow you._

_ "Anywhere you go, _

_"let me go too. _

_"Timpani_

_"that is all I ask of you…_"

He leans in closer to her.

"All I want is your love Timpani. Phantom or not, hideous or handsome, tell me that you will always be mine. No matter who tries to bring us apart."

Timpani slowly smiles back as Blumiere brushes off another tear from her face.

Without a word, the two of them kiss, embracing each other tightly. Though the kiss only lasts a little bit, it feels like an eternity. They back away a bit and smile at each other.

"I promise you, Timpani," Blumiere says lovingly, "that we will work this out together. I will not let you face him alone."

He puts his arm around her.

"Come; let's get back to the others and get out of the cold."

Timpani nods silently in reply, shivering a bit, as the two of them walk back inside. Blumiere closes the door behind him and the roof of the opera looks empty.

But slowly, out of the shadows, Dimentio walks towards the spot Timpani and Blumiere stood. He clutches his fists, a hurtful look in his eyes.

"_I gave you my music… _

_"made your song take wing… _

_"and now, how you've _

_"repaid me:_

_ "Denied me_

_ "and betrayed me… _

_"He was bound to love you _

_"when he heard you sing…_"

Dimentio looks off into the distance, Timpani and Blumiere's voice echoing in his mind. Slowly, he gives a small, demented smile.

"And so the true performance beings. Blumiere, my rival, do not think for a second I will let you win so easily. Timpani _will_ be mine! And I will do anything to win her over! Even if it means drowning myself in blood."


	7. Act II: Scene I

Closing and locking the door behind her, Timpani enters her dressing room after cleaning up the opera after tonight's incident. She sighs in exhaustion, rubbing her slightly warm forehead. The whole opera is in disaster, as Mario and Luigi try to fight off the reporters, everyone freaking out over O'Chunks's murder, and the fact Flurrie had to go to the hospital for a heart attack.

_Can things get any worse?_

And yet, Timpani knows the answer to that.

_Even though I dread it, there is only one way to save the opera from any more terror. To save Blumiere… _

Without changing out of her costume from the show, Timpani runs to her mirror and opens the secret door to the underground tunnels. She runs down the passage way, remembering how Dimentio showed her the way to his lair. Once she gets to the underground lake, a small row boat that Dimentio put for her use is there. Timpani quickly gets in and rows down to the other side of the lake. Going pass the iron gate, Timpani docks the row boat at the small dock, just like before. But to her dismay, Dimentio is nowhere to be seen in his lair. Timpani gets out of the boat, shivering from the cold, damp air of the cave.

"Dimentio!" she cries at the top of her lungs. "Dimentio, where are you?"

A few seconds pass before Dimentio steps out of another room.

"Timpani, my dear," the Phantom says calmly. "I did not expect for you to come by yourself, after such a long night."

Timpani narrows her eyes.

"Dimentio, do you realize what you have done? What in God's name _possessed_ you to do this?"

Dimentio approaches Timpani, his expression completely unreadable.

"I know it is hard for you to understand, my dear. But it just simply had to be done. And I know what you think I did was horrifying, but I did it for you."

"'For me?'" Timpani shouts furiously. "I never asked you to do this, I didn't want you to do this! If you want to help me, just coach me on my singing! Not attempting to murder…"

Timpani's voice trails off. Dimentio raises an eyebrow as Timpani wraps her arms around herself, shivering with cold.

"…W-what are you staring at?" Timpani snaps. "Do you think just giving me an innocent look is going to make me forgive this? No, it won't! I can't allow you to get away with this!"

As Timpani rants, Dimentio walks towards to her, looking as if her words meant nothing. He brings himself dangerously close to her, making Timpani's heart skip a beat.

"H-hey, w-what are you…?"

She cuts herself off as Dimentio puts his hand to her forehead.

"…You feel warm, my dear," Dimentio says softly. "Have you been in the cold recently?"

Timpani stays silent, her whole body tensing up.

"I can't afford you to get sick, Timpani. Especially in the middle of winter."

Without another word, Dimentio takes Timpani's hand and leads her further into the cave. Timpani tries to resist.

"What are you doing? Dimentio, let me go!"

"I'm taking you to my…_other_ guest bedroom," Dimentio answers without looking at her. "You are going to spend the night here."

"_W-what_?"

"If you are falling ill, I want to keep an eye on you. I want to make sure nothing happens to you over night."

Timpani stares at Dimentio and he takes her into the 'other' guest bedroom. Though, this room, unlike the one Timpani slept in the first time she came, was much bigger and the bed was wider.

"Dimentio, I think you are overreacting," Timpani says, trying to sound confident. "If I am trying to catch a cold, it would be better if I stayed in my own room. Besides, I don't want to get you sick too."

"I have a strong immune system," Dimentio counters, getting the bed ready for Timpani. "You don't have to worry about me getting falling ill, like a wounded soldier after getting injured. Besides, if you stay with me, I can get you anything you may need, like water or medicine."

"How are you going to get medicine if you isolate yourself from society?"

It comes out so quick Timpani can't stop herself.

Dimentio glances over at her, and then smiles, even laughing a bit.

"Do you really believe that I never go outside the opera? Ah, Timpani, your innocence never ceases to amaze me!"

Timpani couldn't help herself from blushing, but that makes Dimentio smile even more.

"I didn't mean to embarrass you, my dear. But you should be proud of it, for it adds to your charm. It's what I like about you."

He then takes her hand and leads her to the bed.

"Now lay down and relax," Dimentio orders, his voice ever so soft and gentle. "Sleep as long as you like, for I will make sure nothing happens to you."

Timpani starts to protest again, but Dimentio just cuts her off and makes her lay down. Finally, Timpani lets him, for having him calm was a sign of peace for the opera.

But being with him, in his lair, in a weaken state, she can't help but worry, even be a little fearful. Timpani then puts the covers over her and looks up at Dimentio.

"You do realize that what you did tonight will not go unpunished," she says solemnly. "It will take awhile for me to forgive you."

"Yes, I know," Dimentio replies, moving her hair back. "But your health is the main concern here."

Timpani doubts that he really understands what she is trying to say, make him realize what evil he has done.

But, maybe in time, he will understand.

Timpani lets out a small yawn and closes her eyes, slowly drifting off into sleep. Dimentio smiles, gently brushing his hand against her cheek, before he backs away. He sits in a nearby chair, his eyes never leaving Timpani.

* * *

Blumiere paces back and forth within the entrance hall of the opera, seemingly anxious.

It has been three days since the tragic incident, and even though they promised to fight Dimentio together, Timpani still wants Blumiere to keep his distance. She says, or writes since she only communicates with him using letters, that it is the only way to make sure he stays safe, to make sure Dimentio doesn't do any more harm. She goes to him every single night, putting herself in the arms of that monster almost willingly.

Blumiere growls in frustration a bit.

Why, why does she do this? Who cares what happens to Dimentio? He is a menace to the opera, a madman, and yet Timpani still wants to protect him. One minute she is disgusted and fearful of him, the next she is admiring and sympathetic. Just _what_ is she thinking? Blumiere stops all movement.

Could he...be feeling _jealous_?

Jealous that Timpani could possibly have developed feelings for the Phantom, developing Stockholm Syndrome for her captor while he imprisons her in the opera?

_But she accepted me that night on the roof._ _I shouldn't have to worry about her running off with Dimentio, should I?_

"Count Blumiere."

Blumiere is tossed out of his thoughts as Mimi walks up to him, holding a letter in her hands.

"Here's another message from Timpani," Mimi says as she hands it to him. "She was really anxious to give this to you when I stopped by. It must be very important."

"Thank you, Mimi," Blumiere replies.

He then looks down at the letter.

'Dear Blumiere,

'I've begun to make progress on taking down Dimentio, just like I said I would. He's becoming very comfortable around me, and like I mentioned, I'm starting to learn his weak points. Within a few weeks, I can probably start persuading him to stop terrorizing the opera and let us be together! Maybe even get him a place in society, so he won't have to be alone anymore in the cold tunnels. I have high hopes, Blumiere! There just might be a way to get out of this peacefully, without any more bloodshed. But just in case, we can't afford Dimentio seeing us together. We barely got away with the roof incident, which I don't think he knows about, thank God. But I promise, my love, we will be together. Just be patient.

'With love,

'Timpani.'

Mimi studies Blumiere as he reads the letter silently.

"Why do you guys send each other letters instead of talking face to face?" Mimi questions. "I mean, you come here every day now. Is it really that hard just to walk to the other room?"

"I know it seems foolish," Blumiere answers, putting away the letter in his coat pocket, "and I agree with you, but Timpani wants us to communicate this way...for complicated reasons."

There is a long pause.

"...It's about the Opera Ghost, isn't it?" Mimi finally says. "He doesn't want you guys to be together, right?"

Blumiere blinks. "How did you know...?"

"It isn't that hard to figure out, if you put all the pieces together. Besides, Timpani has been acting weird these last few days."

"Define 'weird.'"

"She has been extremely tired lately and very jumpy. She goes to bed very early and always seems distant, like her mind is elsewhere."

Mimi gives a concern look.

"I don't know what is going on, but I can feel that this is only the beginning. Hopefully you guys can figure it out before it is too late."

Giving a small curtsey, Mimi walks away back to the dressing rooms. Blumiere watches her go, sighing heavily.

Suddenly, the doors of the opera are flung wide open, a cold wind blowing in. Blumiere turns around and see a man wearing all black with dim blue eyes and a green cap with an backwards black L. The strange man looks around the opera and then approaches Blumiere.

"Excuse me, monsieur," he says. "But do you know where I can speak to the mangers of the opera?"

Blumiere stares at him for a couple of seconds.

"...Uh, yes. Mario and Luigi should be in their office at the moment."

He pauses.

"But, if I may ask, why do you want to see them?"

A dark look flares in the mysterious man's eyes.

"That...is a private manner. Unless you work for the opera, it doesn't concern you."

"I _sponsor_ this opera, so it _does_ concern me," Blumiere says sounding a bit offended. "I am Count Blumiere."

The man gives an amused smirk.

"Ah, the young count. You've been making a big name for yourself, haven't you. It is a honor to meet you."

He tips his hat.

"However, this still isn't part of your agenda, since you don't actually work here twenty-four seven. Now, if you excuse me..."

He walks pass Blumiere, who gives an angry glare. At that same second, Luigi comes out of the hallway. At the sight of the stranger, he gives a concern look and walks towards him.

"Is there something I can help you with?" Luigi asks. "Are you looking to buy tickets for the next opera?"

"Actually no," the strange man says. "Are you one of the mangers?"

"I am. I'm the younger Mario Brother, Luigi. And who might you be?"

"I'm a foreigner who has traveled a great distance," the stranger explains. "I have friends in town and they tell me that an...'accident' happened here not too long ago. Something about a phantom terrorizing the opera?"

Luigi's face pales.

"Oh, that's all superstition! True, there was an accident, but it was just an accident! I can assure you that the opera is perfectly safe. No 'Opera Ghost' or 'Phantom of the Opera' what-so ever!"

The mysterious man, and even Blumiere, give Luigi questioning looks about his defensive nature. But, neither of them question it, even if one of them knows that he is lying.

"Okay, so that leads me to my last question," the stranger finally says. "Even with the accident, does the Mushroom Kingdom Opera still plan to host the annual Masquerade Ball?"

Blumiere's eyes widen. With all his attention focused on Dimentio, he has completely forgotten of the ball!

Luigi gives a large smile.

"Of course. We wouldn't want to forget about that! Yes, eight o'clock Saturday night. Will you be attending?"

The stranger nods his head.

"I plan to. But, since I'm not from around here, I just wanted to make sure it was still happening."

He tips his hat.

"I hope to see you there, Luigi. You've...helped me a great deal."

He begins to walk away, until he remembers Blumiere was in the room.

"You too, Count Blumiere."

Blumiere only glares in reply as the stranger leaves the opera.

And something tells him that this isn't the last time he will see him.


	8. Act II: Scene II

Timpani hums to herself as she looks through her wardrobe. It is the day of the masquerade ball, the night where everyone comes together and parties throughout the entire night. Every face behind a mask, no one knowing who is who.

Masquerade.

Hide your face so the world will never find you.

_Hide your face so that the Phantom won't find you._

Suddenly, there is a knock coming from her mirror. Timpani jumps a bit and stares at it.

"…Dimentio?" she asks slightly confused.

There is a small chuckle and Dimentio steps out of the secret passageway.

"Hello, my dear Timpani," he says. "I hope I'm not intruding."

"Oh…you're not at all," Timpani replies. "I'm just surprised, that's all. You never came to me during the day before."

"I know, and I normally wouldn't have. But, I had no choice, for I need to ask you something important."

Timpani blinks. "Uh…okay. What is it?"

Dimentio smiles, as if her answer amuses him.

"I was wondering if you planed on attending the Masquerade Ball tonight, since it is the biggest party of the year."

Timpani nods her head.

"Yes! It is my favorite night out of the entire winter season! It is a night of becoming someone else, forgetting all of your worries and just letting yourself go! All the food, wine, dancing…"

Timpani goes on and on about how wonderful the ball will be. A dreamy look is glowing in her eyes. Dimentio looks a bit irritated, but waits patiently for her to end her speech. Timpani then turns to Dimentio, looking at him in the eyes.

"…But why do you ask? Are you telling me that I can't go?"

Dimentio smiles and shakes his head.

"Oh no. I don't plan on making you miss a magnificent ball like this just to see me. Although, I would prefer the alternative."

He walks closer to her, holding something behind his back.

"But that isn't why I am here. Because if you did go, I wanted to give you this…"

Dimentio reveals his hidden hand and Timpani gasps.

It is a masquerade mask that is pure white, glowing a bit in the light. It has black lace that hangs on the sides, going down as far as Timpani's shoulders.

Timpani can't help herself but be impressed.

"Oh my God…"

She takes the mask and puts it on.

"…Dimentio, did you _make_ this?" Timpani asks staring at her reflection in the mirror.

"I did," Dimentio answers. "I've had made many masks for myself in the past, having it being a bit of a hobby. It usually takes only a few weeks to make them. However…this one is special."

Timpani looks up at him and Dimentio smiles.

"I've been working on this mask ever since I first saw you enter the opera's doors. It took me so long because I could never get it right. Starting over and over again, design after design, simple to complex. No matter how hard I tried, I couldn't make it fit you. And the more I got to know you, the harder it got."

"But…what exactly were you trying to get right?" Timpani asks softly. "I don't see anything wrong with it."

Dimentio laughs.

"That's because I finally got it right, after all this time. For my goal was…"

He gently takes one of the laces and slides it between his fingers. He stares at Timpani, his eyes capturing every detail on her face and on the mask.

"…Was for it to capture your beauty, and make it ten times as beautiful."

Timpani blushes, though it is hidden from Dimentio's view by the mask. She quickly steps away from Dimentio.

"I…well, thank you," Timpani says trying to hide her nervousness. "I will be sure to wear it tonight. I even have the perfect dress for it!"

Dimentio smiles.

"I'm glad to hear it. I hope you have fun tonight."

He starts to make his way to the mirror.

"However, I still expect you to stay away from the count," Dimentio says, his back facing Timpani. "For if I catch you with him…well, let's hope it doesn't come to that."

Timpani's eyes widen, her throat becoming very dry. Dimentio glances over at her.

"I'll see you later, my dear Timpani. And who knows, I may even see you at the ball."

And in the blink of an eye, Dimentio goes through the secret passageway and disappears.

* * *

"_Masquerade! _

_"Paper faces on parade. _

_"Masquerade!_

_"Hide your face, so the world will never find you!_"

Light shines down on the opera as the Masquerade Ball starts to take place. Coming out a carriage, Mario steps out. He is wearing a red and blue costume with a bright red mask and cap. He looks around, people in many costumes, masks, and colors entering the opera.

"Mario!"

Mario turns to see Luigi walking up to him, his costume similar to his only green and blue.

"Luigi!" Mario says.

Luigi smiles in reply, admiring Mario's costume. They then walk into the opera together. There, the entire golden entry way is crowded with people, chatting and enjoying themselves.

It is as if they forgotten the tragedy that only happened a few nights ago.

"What a splendid party!" Luigi exclaims, seeing how happy everyone is.

"The prologue to a bright new year!" Mario adds cheerfully. "Quite a night it will be!"

Luigi nods. "Well, one does one's best…"

Mario smiles. He sees a waitress carrying some cocktails and he grabs two, handing one to Luigi.

"To us!" Mario says, raising his glass. "And I must say, that it is a shame that our 'Opera Ghost' friend isn't here!"

Luigi tenses up, but forces a smile. "To us and our health!"

They toast and join in the party. There, Koops, dress in an all midnight blue costume and mask, is directing the small band, playing loud, lively music. Waluigi, and the fully recovered Madame Flurrie, are dancing on the dance floor, for once fully enjoying themselves as they wear matching light and dark purple costumes. Coming out of the hallway, Merlee and Mimi appear. Mimi skips as she enters, twirling in her golden dress and smiling brightly.

"_Masquerade!_

_"Every face a different shade… _

_"Masquerade!_

_ "Look around-_

_"there's another _

_"mask behind you!_"

She turns around to see her mother, whose fiery red and yellow costume is full of life.

But, underneath that mask, there is despair and fear. Mimi's smile fades.

"…Mom?"

Merlee forces herself to smile.

"It is nothing, Mimi. Go join the others and enjoy yourself. Just don't stay up too late. And absolutely _no_ drinks."

Mimi continues to give her mother a concerned look, but eventually leaves to join in the party. At that moment, Blumiere comes to the opera. Dressed in a silver and white suit, he takes off his mask and looks around.

Where, in among those masks, is Timpani?

Would Dimentio even let her come to this special occasion? Blumiere sighs heavily.

_Of course he wouldn't. He's too possessive to do something as kind and selfless as that._

Putting his mask back on, Blumiere grabs a nearby cocktail and wonders around. Noticing him, Merlee walks over to him.

"Are you enjoying yourself, Count Blumiere?" she asks.

Blumiere looks at her for a split second before looking away again.

"I think you know the answer to that, Merlee."

He takes a drink of his cocktail.

"And it isn't likely he will let her show up."

Merlee gives a sympathetic look.

"I know it is hard, my count. But, you must understand that even if she shows up, you can't see her. He will always have his eye on her."

Blumiere glares at her, his yellow eyes glowing underneath his white mask.

"But unlike the rest of you, I'm _not_ afraid of the Phantom! I will not let him imprison Timpani! I…"

He cuts himself off; for behind Merlee he sees Timpani step out of the hallway.

Even with her mask on, the same mask Dimentio gave her, he could recognize her. She is wearing a low cut, flowing white gown with black trimmings at its end. Blumiere stares at Timpani, who has yet to see him, in traced by her beauty. Merlee turns around and her eyes widen.

"Blumiere, don't do it! The Phantom will surely…"

But it is too late.

Blumiere sets down his unfinished cocktail and quickly walks up to Timpani. Timpani sees him coming, but she doesn't seem to recognize him. Blumiere smiles at her and bows.

"Good evening, my lady. You look very lovely tonight."

Timpani's eyes widen.

"_Blumiere_…!"

Blumiere lifts up his mask a little, for only Timpani to see.

"Blumiere!" Timpani whispers, a bit of panic in her voice. "You know that we can't be seen together! If we are not careful..."

"Timpani, please."

He takes her hand in his and pulls her closer to him.

"Forget about the Phantom for once. If we are going to be together, we need to step up to him. And what a perfect time then now, with our faces covered in masks?"

"But Blumiere…"

Fear glows in Timpani's eyes. Blumiere sighs.

"Then, at least, grant me one dance with you tonight."

Timpani and stares into Blumiere's eyes. She sees a longing in them, a tint of sadness and a bit of desperation. Timpani feels her heart cringe.

_I've been so focused on keeping Dimentio calm that I forgot about making Blumiere happy too._

She smiles slightly.

"Okay, just one dance wouldn't hurt anything."

Blumiere's eyes brighten up as he leads Timpani to the dance floor.

"_Masquerade!_

_"Grinning yellows,_

_"spinning reds... _

_"Masquerade! _

_"Take your fill-_

_ "let the spectacle _

_"astound you!_"

With the lively music filling their ears, they dance with elegance and perfect movement to the music.

"_Masquerade!_

_ "Burning glances,_

_"turning heads..._

_"Masquerade! _

_"Stop and stare_

_"at the sea of smiles _

_"around you!_"

Timpani feels herself relaxing, her muscles growing less tense as she keeps her eyes on Blumiere. Blumiere smiles.

"It's nice to see you happy again, Timpani," he says softly. "I've missed seeing the joy in your eyes."

"I...I've missed it too," Timpani replies with a small smile. "Blumiere...I'm glad you are here. Dancing with me, just the two of us..."

"_Masquerade! _

_"Seething shadows_

_"breathing lies..._

_"Masquerade! _

_"You can fool_

_"any friend who_

_"ever knew you!_"

Blumiere pulls Timpani close to him.

"I'm glad you are with me too."

He slips off Timpani's mask. Timpani stiffens.

"Blumiere, stop! Blumiere _please_ don't!"

"_Masquerade! _

_"Leering satyrs,_

_"peering eyes..._

_"Masquerade! _

_"Run and hide-_

_"but a face will_

_"still pursue you!_"

Blumiere gives a gentle smile, leaning closer as Timpani continues to protest.

"Timpani, stop talking..."

He kisses her.

Suddenly, the lights all turn off and everyone screams. A second later, they turn back on and on the top of the staircase, Dimentio stands.

He is dress in a black military like uniform, with a black cape. His mask is in the shape of a skull, half black and half white, his yellow eye shinning in the darkness. Everyone stiffens and stares at Dimentio, fear and tension spreading in the once lively room. Dimentio smiles.

"Why so silent, good messieurs?" he asks as he slowly walks down the stairs. "Did you think that I had left you for good? Have you missed me, good messieurs?"

Dimentio makes eye contact with a few of the guests, who all flinch back at his gaze.

"I see that you all haven't found your place yet. Like a priest, I'm to be taken seriously. My demands must be made, if we all are to have peace."

His smile grows.

"Oh, don't think of me as a tyrant. I do not wish to abuse you all under my power. For I have indeed brought a gift for you all."

Appearing out of his cape, Dimentio reveals an old, fading folder. He throws it to the ground, which reveals to be the writing of an opera.

"I expect my opera, _Don Juan Triumphant_ to be the next big show," Dimentio says. "I look forward to seeing my work being preformed. However, just a few reminders..."

He puts his attention to Flurrie, who is backing up to the wall. Waluigi gets in front of her, glaring at Dimentio with pure hate.

"I advise that the 'great' Madame Flurrie should start looking into retirement very soon. After all, what started as a croaking incident could turn into something worse..."

Dimentio's smile grew.

"And her co star, Waluigi, could have a similar fate, if he continues to be protective of a woman who thinks less of him, like a piece of dirt. Always in her shadow..."

Flurrie's face pales while Waluigi's turns red with anger. Dimentio chuckles and then turns his attention to Mario and Luigi.

"And my managers must learn that their place is in an _office_! Not the arts in which they try so hard to be in control of..."

Luigi looks like he is about to faint while Mario clutches his fists, though it is obvious that he is terrified.

Dimentio has now made his way to the center of the room, everyone circled around him.

"And now for the star herself..."

He puts his eyes on Timpani and Blumiere.

Timpani's face pales dramatically and she takes her mask back from Blumiere.

"...Miss Timpani."

Dimentio walks over to her, his eyes never leaving hers.

"_No doubt_

_"she'll do her best. _

_"It's true,_

_"her voice is good. _

_"She knows, _

_"though should she wish to excel _

_"she has_

_"much still to learn._

_"If pride_

_"will let her_

_"return to me, _

_"her teacher._"

There are few gasps at this reveal, but the room quickly returns to being silent. Timpani does not break eye contact with Dimentio, her eyes becoming emotionless as he sings. Dimentio gives a dangerous smile.

"You can't fool me, my dear," he whispers. "I know everything that goes on in this opera. Oh yes, I _know_ about your little incident on the roof top. And the letter exchanges as well."

His eyes glance over to Mimi.

"And the fact that you've been using a little girl as a pawn hoping that I wouldn't suspect."

Mimi's eyes widen a bit and Timpani avoids eye contact with her.

Dimentio then turns to Blumiere, who is glaring at him with pure disgust. Dimentio sneers a bit, unable to hide the anger he feels for the count.

"And last but not least, Count Blumiere. You really have a taste of making enemies, I must say. Ignoring my letter...I can admit that I do admire your loyalty to Timpani, your love for her. For I, can safely say, I feel the exact same way."

Taking a small step back, Dimentio unsheathes a hidden sword and a few people scream. Blumiere and Timpani flinch back.

"And yet..." Dimentio continues, "I cannot let you take her away from me. For the sake of your life, the opera's life as a whole, you will _not_ see her again. Ignore my warning this time and you, my friend, will die."

Blumiere narrows his eyes.

"If you think mere threats are going to scare me off, think again. You are a menace to the opera, to the whole Mushroom Kingdom!"

He stands up to Dimentio.

"And I will, unlike the rest of the opera, will act against you. There is nowhere for you to hide."

Dimentio smiles a bit, giving a soft, demented laugh.

"Fine, if that's what you want. Then let it be war upon you."

Rising his voice, he faces the rest of the guests.

"Let it be war upon you all! For if my demands are not made, you will have something worse than just a dead stagehand!"

Suddenly, Dimentio grabs Timpani and pulls her next to him. Timpani tries to resist, screaming a bit, but Dimentio muffles and immobilizes her. Blumiere is about to attack Dimentio, but someone holds him back.

"I give you all one last chance!" Dimentio shouts for all to hear. "If you agree to perform my opera, with my choice of casting of course, then I will pretend these past events never happened and everything will return to normal! If not..."

He tightens his grip on Timpani.

"Then you will never see this woman again! You have till tomorrow night to answer. Until then, ciao!"

He snaps his fingers and the lights turn off. A minute later, they appear back on, and Dimentio and Timpani are gone.


	9. Act II: Scene III

As the lights turn off, a trapdoor opens underneath Dimentio and Timpani's feet. They fall down into the hole, the doors closing behind them as they find themselves in the underground tunnels. The tunnels are completely pitch black, for Timpani can't even see her own hands and feet. Dimentio, who's eyes are used to the darkness, gets a firm grip on her arm and forces her down the tunnel. Timpani drags her feet, trying to get him to stop.

"Dimentio, let me go!" she demands, finding her voice back. "Let me go, Dimentio!"

She fiercely pulls her arm away from him, her arm hurting where he was holding it.

Suddenly, Timpani feels Dimentio pin her against the wall, his face so close to hers that she could feel his breath. Timpani feels his dark gaze glaring into her, terror rising in her as she fears what he will do next. Dimentio pants heavily.

"…You are _really_ testing my patience, Timpani. If I were you, I would learn to do as you are told."

Timpani feels the tip of his nose touch hers.

"…I told you to stay away from the count, and you deny my request no matter how many times I tell you! _Why_ do you do this to me, Timpani? Is it really that hard to understand, to follow through? Why are you…"

It sounds like Dimentio is trying to hold back a sob, trying to stay in control when he is really almost ready to snap. His breathing quickens, leaning in as close as he can. Timpani waits in silence, being so helpless and blind.

"...Timpani, answer me one question," Dimentio finally says softly. "Answer me truthfully without any deception."

He pauses for a moment.

"...What do you think of me? Is my face...the reason you want to run off with Blumiere...?"

There is a long silence, great tension and emotion rising in the air. Timpani breaths steadily, her eyes searching for Dimentio's in the darkness.

"...No matter how distorted one's face can be, whether or not the distortion is in their soul is what truly matters. Your actions are the things that determine who you are, not your appearance."

Timpani slowly gets herself out Dimentio's grasp and puts on her mask that she held onto so tightly.

"I'll follow your lead and when we reach your home, I wish to be alone."

* * *

"_Timpani_!"

Blumiere falls to his knees, tears running down his face as he stares at the spot Timpani and Dimentio disappeared. The guest all start to panic, talking amongst themselves as to what just happened. Mario and Luigi quickly try to calm the guests, telling them that everything is going to be alright and that they should all return home for the evening so that the situation can be handled. All the loud noises and chaos goes over Blumiere's head, only Dimentio's lasts words playing over and over again in his head.

_Timpani...no, Timpani!_

"Count Blumiere!"

Blumiere's eyes widen when he sees Merlee trying to get him to stand.

"Count Blumiere, we need to move quickly!" Merlee exclaims. "We don't have much time!"

Blumiere narrows his eyes.

"What are you-"

"I can't explain here. If the information I held got into the wrong hands..."

"'Information,' what information? Merlee, do you know more then what you are letting on?"

Merlee avoids Blumiere gaze.

"Just follow me."

Blumiere stands up, having a furious look on his face. But, he does follow her, pushing their way through the crowds of people. Merlee leads Blumiere to her office and once he is inside, she closes the door.

"Merlee, why have you kept silent until now?" Blumiere demands, trying to hold back his anger. "What are you hiding?"

"Please, monsieur, you don't understand," Merlee says, her eyes on the floor. "But you will once I tell you. You will understand why I had to keep this quiet."

Blumiere narrows his eyes.

"I just hope you realize that because of you that this all happened. All the disasters and misfortunes."

Merlee holds back a sob.

"...I know."

"I'm glad you do."

Merlee jumps as Mario and Luigi, looking completely exhausted and grim, force their way in. They close the door behind them.

"Merlee, if you know something about the Phantom, you need to tell us," Mario says. "We need to stop this madman at all cost. Before he hurts Timpani or anyone else."

"Why are you so reluctant to speak?" Luigi asks. "Why defend the Opera Ghost?"

Merlee turns away from the three men, her eyes staring at the wall. Memories flash through her mind as she lets out a heavy sigh.

"...Because it was for mercy's sake. For if I didn't do what I did, he would have had a terrible fate worse than death."

Mario and Luigi give a puzzle look. Blumiere sits in a nearby chair, his cold eyes on Merlee.

"Then tell us everything from the beginning. Tell us how the Phantom of the Opera came to be."

Merlee sighs heavily.

"It all started ten years ago, right before Merlon took office..."

* * *

_"Merlee, you better come out here quick!" an old man exclaimed. "Something is going on outside!"_

_ A younger Merlee looked up from her desk. _

_"Why, what's going on, Nolrem?" she asked._

_ The owner of the opera, Nolrem panted heavily._

_ "There is a fight going on outside," he explained in a rush. "It's becoming very violent and if someone doesn't do something soon someone may get killed!" _

_Merlee gasped. "I'm on my way!"_

_ With Nolrem stepping out of the way, Merlee ran out of her office to the front of the opera. It was pouring rain outside, the streets slick with water. And in the middle of the street, two men were fighting. _

_They were both dressed in black, stained with blood and torn up with cuts, along wearing masks that covered their entire faces. One of them, the one with a black hat with a backwards L, kicked the other man in the stomach and made him fall to the ground. He cried out in pain, trying to quickly get up until the other man stepped on his hand. He screamed in agony and the other man smirked._

_ "You can't escape your fate, hell spawn! You have no choice, no matter how hard you try to fight and run." _

_The injured man looked up at his foe, hatred and betrayal glowing in his eyes. The other man glared at him for a long moment, his eyes slowly starting to soften. He sighed heavily. _

_"Don't look at me like that! You know it isn't my decision. What my boss says is the law. You are going to be committed. I can't save you."_

_ The injured man's eyes widened with fear. The other man avoided eye contact, clearly deep in thought. _

_"However, I could be merciful and kill you where you lay. With a face like yours, you won't last long in the asylum. No one would want to treat you, for no one can stand looking at you." _

_He met the injured man's gaze._

_ "May you rest in peace." _

_Taking out a small knife, he leaned down and aimed it for the injured man's throat._

_ "_Stop_!" _

_Both men turned to see Merlee running towards them, her clothes and hair getting completely soaked in the rain. _

_"Monsieur, what do you think you are doing?" Merlee demanded, pushing the man with the knife away. "You can't kill this man in cold blood!" _

_"Madam, you don't understand," the man with the backwards L said as Merlee helped the injured man stand. "You have no idea who this man is..."_

_ "Dose matter?" Merlee spat. "You don't just kill a human being like this!" _

_She looked down at the injured man, whose eyes were completely fixed on her._

_ "You are going to be alright," Merlee whispered. "Just hang in there."_

_ The man with the backwards L narrowed his eyes._

_ "You are going to regret this, madam! If you had any sense, you would just let me kill him!" _

_He turned his back on them._

_ "But that isn't my problem now. He's far away from my country and that's all that matters. But don't say I didn't warn you!" _

_Without even waiting for a reply, the mysterious man ran off into the distance. Merlee watched him go, for she could not chase him and help the injured man at the same time._

_ "Lean on me and I'll tend to your wounds," Merlee said to him once the mysterious man vanished. "You are safe now."_

* * *

_As Merlee tended to the last wound of the masked man, Nolrem walked into her office. Merlee glanced over at him._

_ "Were the police able to catch him?" _

_Nolrem shook his head._

_ "Unfortunately, no. No one could find a trace of him. It looks like he got away clean." _

_His eyes drifted to the masked man._

_ "And how are you doing? Are you feeling better?" _

_The masked man avoided eye contact, his mismatched gray and yellow eyes emotionless. Nolrem blinked. _

_"He hasn't said anything since I brought him here," Merlee explained. "I'm starting to think he may be mute." _

_Again, the masked man said nothing. _

_"…Anyway, I talked to my brother this morning," Nolrem said changing the subject. "He said he will be here in a few days." _

_"So you really are going to give the opera to Merlon?" Merlee asked. _

_Nolrem nodded. _

_"Yes. I want to move on with my life and I can't think of anyone more perfect to run the opera then Merlon." _

_Merlee nodded slowly._

_ "…I guess, if that's what you want." _

_There was a moment of silence as Merlee sorted through the medical kit. The masked man watched her carefully, not making a sound. _

_Once she got everything sorted, Merlee looked up at the masked man and said, "The last thing I need to check is your face and head. Can you please take off your mask so I may take a look at it?" _

_The masked man's eyes widened. _

_He suddenly jumped out of the chair he was sitting in and backed away. Merlee stood up. _

_"What's wrong? I just need you to take off your mask."_

_ Fear sparked in the masked man's eyes, as he put a firm grip on his mask. Nolrem raised an eyebrow._

_"I don't think he wants you take off his mask, for whatever the reason is." _

_Merlee glared at Nolrem for a split second and then slowly approached the masked man. _

_"It's alright, I'm not going to hurt you," she said gingerly. "But I need to make sure you don't have any serious injuries on your head. After I check, you can put the mask right back on." _

_The masked man shook his head, as if silently begging Merlee not to do this. But Merlee continued to approach and slowly put her hands on the edge of his mask. The man tried to resist, but Merlee was able to take his mask off swiftly._

_ And at the sight of his face, Norlem gasped and Merlee dropped his mask. _

_"Oh…oh my God!" Norlem exclaimed at the horrible sight. "That…what is that _thing_?" _

_The man stood with fear, putting his hands over his face as Norlem cried out. Norlem then ran out of the room. _

_"We need to call the police to take this monster! It can't be human! No one can be that _hideous_, have a head of death!" _

_Merlee forced herself to look at away from the disfigured man and tried to catch Norlem. _

_"Norlem! Norlem stop please!"_

_ But he already was in the other room, contacting the police. _

_While Merlee was distracted, the disfigured man grabbed his fallen mask and ran out of the room. Merlee heard his footsteps and saw him running the direction of the dressing rooms. She ran after him, and saw he went to the dressing room the furthest on the left and closed it behind him. Merlee tried to open the door, but the disfigured man locked himself in. _

_Cursing softly, she reached for her pocket and took out her spare keys. Within a minute, she unlocked it. And when she got in, her eyes widened as she saw that the place was completely empty. _

Where…where did he go?

_Glancing around, she noticed that there was a small crack behind the mirror, like a cracked opened door. _

_"Merlee!" _

_Norlem ran towards her. _

_"Merlee, where did that…thing go?" he asked out of breath. "The police will be here any minute to take him away!"_

_ Merlee was silence for a long moment, her eyes moving from the mirror to Norlem. _

_"…I don't know where he went," she finally said. "He just disappeared." _

_Norlem cursed._

_ "Great, we may have a monster on the loose! That's just perfect. What will Merlon think when he hears about this? What will the media think when they hear this?"_

_ He then headed towards the backstage of the opera, muttering to himself._

_ Merlee gave once last glance at the mirror, letting out a heavy sigh, and closed the door behind her._

* * *

"...And he's been here ever since," Merlee says as she finishes her story. "This opera is all he has ever known for years. And if I didn't have done what I had, he probably would have been sent to the asylum. Or worse."

Mario and Luigi's mouths are wide open, completely shocked at what they just heard. Blumiere keeps his eyes on the floor, his face completely emotionless. Merlee is silent for a long moment, as she waits for the mangers and count to make a response.

"...I can understand why you did what you did, Merlee," Mario finally says in a low voice. "And I think you did the right thing of saving him, but you shouldn't have hid him for this long. You should have told someone when things got quiet."

"And who should I have told?" Merlee demands. "No one would listen to me, no one would care! If I thought someone could have helped him, I would have asked for help! Countless times I tried to get Merlon to do something but he was just in completely denial about it! And of course Norlem…"

Her voice trails off. There is a long moment of silence.

"…So, I guess you never found out who the other man was?" Luigi finally asks.

Merlee sighs.

"I never heard from the man since that rainy day. I don't know where he went or why he was after him the first place."

"That's because it wasn't your right to know."

Everyone's face pales as the door opens to reveal the mysterious man Blumiere and Luigi met the other day. Behind him is Mimi, who had opened the door for him. Merlee gasps.

"Mimi!"

"I'm sorry, mom," Mimi says in a low voice. "He forced me to open it for him."

"And it is a good thing you did, young lady," the mysterious man says. "For my arrival couldn't be any more perfect."

He approaches Merlee.

"I told you would regret taking him in. If you would have just let me kill him, all of our problems would have been over."

"So you are the man who tried to murder him?" Blumiere asks, narrowing his eyes.

The mysterious man nods in reply.

"From her story? Indeed I am. Though I am not the monster you may think I am. I had my reason for trying to kill him, the Phantom as you call him."

He clears his throat.

"My name is Mr. L, a man from a very far away country. The same country your 'phantom' is from."

Mr. L leans back against the door, a calm expression on his face as everyone stares at him.

"Why have you returned?" Merlee questions, suspicion in her voice. "Have you come to try to murder him again?"

Mr. L smirks.

"Possibly, though when I left I thought he would be done for. But, when I heard about the rumors of the Mushroom Kingdom Opera being haunted, I had my suspicions. So, I came to check it out."

Mr. L narrowed his eyes at Blumiere.

"And apparently…he has gotten worse. He's stolen your girl, hasn't he count?"

Blumiere nods his head slowly, avoiding eye contact.

"He had been tutoring her to be an opera singer," Blumiere says softly. "I don't know how long he has been at it…but now he is trying to imprison her, control her, as you saw tonight…"

Mr. L nods his head, being deep in though. Blumiere looks up at him.

"Do you think…he will hurt Timpani?"

Mr. L is silent for a moment.

"…No, from what I've seen he won't try to kill her. However…he may try to…take advantage of her…"

His voice trails off and Blumiere's eyes grow wide with horror.

"Well, we can't just sit around and do nothing!" Mario exclaims. "Something has to be done!"

He turns to Mr. L.

"Mr. L…is there anything you can do? Do you know…how we can get rid of him?"

Mr. L's eyes darken.

"…If you are willing to do everything I say, we can get rid of him quickly and without any more deaths. If I have all of your cooperation, we can defeat him."

"And murder him."

Merlee steps up to Mr. L.

"I won't let you kill him!" she cries. "You can't…he just doesn't know any better…If only he had the chance..."

"Then are you willing to live with the consequences?" Mr. L questions. "He is a abomination, a face of a death itself. Are you willing to look at _that_ every day? Are you, and society itself, willing to live with a man like that?"

Merlee glares at him, but she says nothing. She takes a step back, guilt in her eyes. Mr. L sighs.

"I can only imagine what Timpani must be feeling. Poor girl."

He turns to Mario, Luigi, and Blumiere.

"Are you three willing to do what is necessary to get rid of him? For the only way I can help you is if you cooperate with me."

Immediately, Mario and Luigi nod in agreement. Blumiere hesitates for a long moment, many thoughts going through his mind.

Finally, he says, "…If it means getting Timpani safe…I'll do anything."

Mr. L smiles.

"Good. Then everything is set."

He then takes the folder that had _Don Juan Triumphant_ from Mario's hand. He opens and studies the music.

"If we are going to win," Mr. L says as he reads. "Then we must act on his requests to trap him. For if we do his opera, and if Timpani sings, he will be sure to come out of his hiding place. My friends, the end of the Opera Ghost is in our sights!"


	10. Act II: Scene IV

Dimentio silently walks down the cold, dark tunnels, his yellow eye glowing in the darkness. He is heading to the secret door in the managers' office, for it is time for Mario and Luigi to give him their answer. Are they going to give in to his demands or are they going to continue to be difficult? A twisted smile appears on Dimentio's face.

This…this should be interesting to see what they do.

Soon, Dimentio arrives at the end of the passageway, and he slowly opens the hidden door. The managers' office is completely dark, suggesting that the brothers have already left for the night.

_A bit early to leave the opera, isn't it?_

Dimentio smiles at that thought.

He then slowly steps out and approaches the desk. Lighting a candle, he sees that there is a lone envelope on the desk. He picks it up and starts to read it. He chuckles softly and smiles.

_And so, like peasants in a kingdom, they have finally come to respect their ruler._

His smile grows even more as he sees that Timpani is going to play the lead female role, and that Blumiere no longer had his own private box.

_Perfect…_

Putting the letter in his pocket, he takes out a slip of a paper with a red pen and writes on it. Once done, he places the note were the original letter was.

Dimentio then quietly leaves the room and goes back to his lair. Many thoughts, joyful thoughts, go through his mind. To him, everything is going just as he wants it to.

For once in his life.

Dimentio slowly made his way to his guest bedroom, were Timpani is resting. He is about to knock on the door, to tell her that she will play a role in his opera, when he stops himself.

Coming from the other side of the door, he hears it. Sobbing, crying. Dimentio stands where he is, listening to it.

"…Timpani?"

Even though he says it ever so softly, the crying immediately stops. Quickly, Dimentio hears Timpani get up and rush to the door. She opens it, her eyes red from crying but trying so hard to hide it.

"Y-yes Dimentio?" Timpani asks, her voice cracking.

Dimentio studies her expression.

"…Are you alright, my dear?"

There is true concern in his voice, and Timpani can't make herself look at him. She walks pass Dimentio, looking out into the distance and hides her tears. Dimentio watches her, confusion and worry in his eyes. Slowly, Dimentio approaches her and puts his arms around her.

"…I know that you feel like I'm being overly controlling," he whispers in her ear. "But…I promise you that I can make you happy. I will grant you your freedom back, once all is in place. For a new era of the opera is about to take form."

He makes Timpani face him, looking into her beautiful sky blue eyes.

"Come. _Don Juan Triumphant _will be preformed tomorrow night. And you, my dear, will be playing the lead."

Moving her hair out of her face, Dimentio takes Timpani's hand and leads her down to the row boat. Timpani follows him without protest, her eyes never leaving him.

* * *

After saying goodnight to Dimentio, Timpani steps out of her mirror and into her dressing room. She closes the secret passageway behind her, putting her head against the mirror, sighing heavily. She looks back at her reflection, staring deeply into her own eyes. But it is not her reflection she sees, for all she can see is Dimentio's face. Timpani closes her eyes as a silent tear ran down her cheek.

Suddenly, there is a soft knock on the door. Timpani quickly turns around to see Blumiere opening the door. Timpani's eyes widen, and she is about to speak when Blumiere interrupts her.

"It's okay, Timpani," Blumiere says. "I don't think Dimentio will be overhearing us if he just now brought you back. Besides, I won't stay too long."

He walks closer to her, a worried look in his eyes.

"I just wanted to see if you were alright."

Timpani avoids eyes contact.

"I am. Dimentio won't hurt me, at least not intently. I know that for a fact."

She looks up at Blumiere.

"…How did you know he brought me back? Why are you still here at the opera house so late…?"

Blumiere is silent for a long moment. He walks to the other side of the room, his eyes completely emotionless. Timpani watches him, desperately waiting for an answer. Blumiere sighs heavily.

"…I hope you know that Mario and Luigi are not really giving into his demands. That we are not letting him win."

Timpani blinks. "…Blumiere, I don't understand…"

"Timpani, this needs to end." Blumiere looks into her in the eyes. "This insanity cannot go on any longer! Things have gone too far. Dimentio…needs to be dealt with. And with you singing in the new opera will bring him out long enough to capture him."

"No, Blumiere!" Timpani suddenly cries. "Do you know what will happen if they take him away? They will not be merciful on him! They will be cruel, torture…they will break him…"

Tears start to form in Timpani's eyes again, as she sits down in a nearby chair trying to get the tears to stop. Blumiere watches her.

"…You sound just like Merlee. Too sympathetic to see the truth."

Timpani freezes and looks up at Blumiere.

"'Like Merlee?' What do you mean by that?"

With a heavy sigh, Blumiere tells Timpani Merlee's story and about Mr. L's plan to bring out Dimentio, though leaving out the part that Mr. L plans on actually killing him. Blumiere's voice gets more and more nonchalant, like the story of human torture has no effect on him. And, if it does, he keeps it hidden. Timpani develops more tears, but she says nothing as her expression is filled with horror, grief, and sympathy.

"…Timpani, this may be the only way," Blumiere says as he finishes. "You, like Merlee, can't keep him hidden forever. He needs to be known, his face needs to be shown to all. He needs to be freed."

Timpani clutches her fists.

"Blumiere…you are asking too much of me. I…I'm not like that. I cannot…you can't ask me…"

Her words get lost in her throat.

There is a long silence, Blumiere studying at Timpani. Slowly, he approaches her, getting down to her eye level.

"Timpani, look at me."

He forces her to look at him in the eye, but she keeps looking away.

"Timpani, you cannot do this forever. You know deep in your heart that this is the right thing to do."

He wipes a tear from her cheek.

"Timpani, answer me this one question. Answer with full honesty not only to me…but to yourself."

Their eyes meet.

"Do you love Dimentio?"

Timpani's eyes widen in response to the question.

She quickly gets up from her chair, her back to Blumiere. She stays silent, a million things going through her mind. She slowly looks at her mirror, her reflection.

"The Phantom has caused so much terror," Timpani says softly. "Because of him the opera has suffered. He has killed without a second thought; he has done so much evil. He has torn us apart, Blumiere, my love. Brought me to my knees, bringing me into madness as I try so desperately to keep everything from falling apart."

She slowly moves towards her dresser, and picks up the rose that Dimentio had left for her from her big performance. She stares at it intensely.

"…And yet, how can I hate him completely? How can I betray the man who used to inspire my voice? My Angel of Music, who I admired so much, who was always there for me when I needed him. The man that has suffered through so much. Lost in the dark longing to find the light…"

Timpani looks at Blumiere in the eyes.

"Blumiere…I no longer know what is right anymore!"

She starts to sob again, putting the now dying rose to her face. Blumiere slowly comes to Timpani's side and embraces her in his arms, like he did on the roof.

"Timpani…"

He tightens his grip on her.

"I can't say that this will be a happy ending, but we must do what is needing to be done. Dimentio… I admit, I have gained some sympathy for the man, for no one deserves to live the life he has. But, what he has done cannot go unpunished. Timpani, my love, I promise that I'll free the three of us from this nightmare. In the premiere of _Don Juan Triumphant_."


	11. Act III: Scene I

**Author's Note:**

**And now to start the final act! I, honestly, can't believe how fast this story has come! It only feels like last week I started this...and now I'm almost done! I don't if I should feel happy or sad about that...**

**But before you begin to read this chapter, I would like to make a recommendation. I wouldn't normally do this, but I feel this needs to be mentioned. The song that is in the chapter, _The Point of No Return_, is by far one of the best, most emotional, songs in the Phantom of the Opera. If you haven't seen the play or the 2004 film, I _highly_ recommend listening to the song first or while you read this chapter. To capture the true emotion and feeling in that song, you have to actually hear it instead of just reading the lyrics. I'll have the link to the song (which, by the way, is _really_ hard to find the whole song for some reason) at the end of the note (and if you already heard that song...you should listen to it anyway XD). **

**Anyway, I hope you enjoy the chapter and please review! *Slowly starts to slowly back away and hides behind a barricaded wall. You will understand why I'm doing this once you finish reading.***

** www. youtube . com watch?v=3dYA8kg_tCg**

* * *

On the night of the premiere of _Don __Juan Triumphant_, the whole opera is completely packed. Many of the guests are very anxious to see this opera, for most of them were there at the masquerade ball, where Dimentio made his appearance. But along with the many guests, there are some undercover policemen, having hidden pistols underneath their winter coats. They, blinding in with the crowds, enter the opera and take their seats.

In Box Six, Mario and Luigi sit, along with a reluctant Merlee. She glares at both managers, anger in her eyes as Mr. L had specifically ordered that Merlee should not work on this opera, and that she should just watch the performance. For Mr. L does not want to take the chance of Merlee betraying them to save the Phantom at the last second. Mario glances back at Merlee, but says nothing. He looks back at the empty Box Five, knowing that any minute that the Phantom will be there. But, they will be ready for him, for a guard will be waiting outside the box for the capture. Mario stares at the stage, sighing heavily as he hopes that everything will turn out alright.

Backstage, the opera singers, dancers, and stagehands get everything into place. Disguised as stagehands, Mr. L and Blumiere help prepare for the first scene. Aside from Mario, Luigi, and Merlee, no one knows it is them, as Mr. L wants to be near the stage incase Dimentio decides to interfere with the performance. Blumiere wants to be nearby too; though his intentions are focused on making sure Timpani isn't harmed.

Once the stage is completely set, and they are out of ear shot from the others, Blumiere lets out a heavy sigh and asks, "Is everything set up?"

"Everything should be," Mr. L replies. "Mario and Luigi will be in their box with Merlee and the guards should be here by now. No matter what happens, we are prepared for anything."

Blumiere nods in reply.

He looks towards the distance, his eyes clouded with thought. Mr. L smirks.

"Relax, count. Your girl will be fine. He will not put a single hand on her, I can assure you."

"I know," Blumiere says. "She won't be hurt as long as she is performing. And though I am concerned with Timpani's safety…I'm just doubting…"

He pauses.

"…Will killing him make any difference? How does killing him make us any better than what he has done?"

Mr. L rolls his eyes.

"Don't start getting soft, Blumiere. Look at what he's done! Does a man who hides in the shadows with no hope of joining society deserve to live anymore?"

"But because of you, and your country, you never gave him the chance," Blumiere adds coldly. "You and your people caused him to be like this. If anyone is to blame, it is _you_."

Mr. L's eyes flare up.

"And yet whenever any of you show mercy, it always comes to slap you in the face. Now, if you do want your Phantom gone, do as I say or I won't help at all."

Blumiere narrows his eyes in reply, but says nothing else.

Just then, Koops starts the orchestra and the curtains rise. The opera begins, as Waluigi, who is playing Don Juan, and his servant, come out. The stage is surrounded with hellish red colors, fake flames flaring in the background. Nothing out of the ordinary is happening yet, and so far everyone seems to be enjoying themselves, even Blumiere. Perhaps…this may turn out to be a good show.

Waluigi paces around the stage, being deep in conversation with his servant. He is planning to kidnap a young maiden, with intention of seducing her. Right now, it is unknown why he is doing this, but the way he sounds keeps the audience tense and interested. Waluigi continues to pace and speak, his voice full of lust and emotion. The servant calms him down and says that his plan for kidnapping the maiden, whose name is yet to be revealed, will be a success and he is sure to triumph. Waluigi stops all movement and starts to smile. He exclaims that his servant is right and that he will be triumphant, that he will win. For he is Don Juan Triumphant!

Waluigi and the servant then exit the stage and the lights starting to dim. For the next scene, Timpani, who plays the young maiden that Waluigi spoke of, slowly enters the stage all by herself, carrying a bright red rose in her hand. She has a dreamy look in her eyes, as she starts to sing to herself.

While that is going on, Waluigi quickly goes to his dressing room to get ready for his next scene. Changing into a full black suit, cape, and mask that covers his entire face, he is all set. Waluigi smirks at his reflection, as he admires himself.

Suddenly the lights in his dressing room turn off, and in the darkness, Waluigi feels something tie itself around his neck. He tries to get the rope off of him, but it happens so fast he can't react. Soon, his struggling ceases and he falls to the ground, only to have someone strip his costume off his dead body.

* * *

As Timpani finishes her solo, she sits down on the edge of a chair and twirls her rose in her hands. Unknown to her, Don Juan appears, his face completely hidden in the black mask. The audience gasps, staring intensely at him. Don Juan smiles.

"The trap is now set…"

He starts to walk towards her and starts to sing.

"_You have come here_

_"in pursuit of _

_"your deepest urge, _

_"in pursuit of_

_"that wish,_

_"which till now_

_"has been silent._

_"Silent…_"

Timpani's blood turns to ice as his voice reaches her eardrums. She quickly turns to face Don Juan, who is no longer being played by Waluigi.

But by Dimentio.

Mr. L, his face becoming pale, also recognizes Dimentio's voice. Dimentio and Timpani keep eye contact, as Dimentio continues to sing, but the audience has yet to see that anything is wrong.

"_I have brought you,_

_ "that our passions_

_ "may fuse and merge- _

_"in your mind _

_"you've already_

_ "succumbed to me _

_"dropped all defenses_

_ "completely succumbed to me- _

_"now you are here with me:_

_ "no second thoughts, _

_"you've decided._

_"Decided…_"

Dimentio starts to circle around her, his eyes never leaving her.

"_Past the point _

_"of no return._

_"No backward glances: _

_"the games we've played_

_ "till now are at_

_ "an end… _

_"Past all thought_

_ "of 'if' or 'when.'_

_ "No use resisting…_

_ "Abandon thought, _

_"and let the dream _

_"descend…_"

With every word he says, Timpani feels her heart skip a beat. Her breathing quickens, her mind in complete panic.

"_What raging fire _

_"shall flood the soul?_

_ "__What rich desire_

_ "__unlocks its door?_

_"What sweet seduction _

_"lies before __us__…__? _

_"Past the point _

_"of no return,_

_"the final threshold._

_"What warm, _

_"unspoken secrets_

_ "__will we learn? _

_"Beyond the point _

_"of no return__…_"

Unable to stand it any longer, Timpani stands up and walks up stage, holding her rose tightly in her hands. She feels Dimentio's gaze burning into her, everyone's gazes. With the look on terror on her face, people begin the suspect that something is wrong. Blumiere notices Timpani's stiff movements, and he feels his heart pound. Timpani closes her eyes and starts to sing her lines.

"_You have brought me_

_ "__to that moment _

_"where words run dry,_

_"to that moment _

_"where__ speech_

_ "__disappears_

_ "__into silence._

_"Silence…_"

She turns to face Dimentio.

"_I have come here, _

_"hardly knowing the reason why… _

_"In my mind, _

_"I've already_

_ "imagined our_

_ "bodies entwining _

_"defenseless and silent…_"

She closes her eyes.

"_And now I am_

_ "here with you:_

_ "no second thoughts…_"

She reopens her eyes, staring deeply into his.

"_I've decided._

_"Decided…_"

Like what Dimentio did before, Timpani starts to circle around him, her voice growing with strength. And perhaps…even passion.

"_Past the point _

_"of no return- _

_"no going back now:_

_ "our passion play_

_ "has now, at last, _

_"begun… _

_"Past all thought_

_ "of right or wrong-_

_ "one final question: _

_"how long should we _

_"two wait, before _

_"we're one…?_"

The question seems to hang in the air, as Dimentio remains seemingly calm. But his heart pounds in his chest at the sound of her voice, at her words. They begin to circle each other on the stage, their eyes burning into each other.

"_When will the blood _

_"begin to race_

_ "the sleeping bud_

_ "burst into bloom?_

_"When will the flames,_

_ "at last, _

_"consume us…?_"

"_Past the point _

_"of no return_

_"the final threshold…_"

They now sing in union, their voices echoing throughout the opera. Not able to hold back, Timpani and Dimentio come together and Timpani puts herself in Dimentio's arms as they finish singing their duet.

"_The bridge_

_ "is crossed, so stand _

_"and watch it burn!_

_ "We've passed the point _

_"of no _

_"return…_"

They stop all singing, as the music from the orchestra plays alone. Timpani and Dimentio are breathing heavily, holding on to each other tightly. The silence of voiceless music seems to last forever. Everyone watches in pure suspense, waiting for some kind of reaction between the two of them.

"_Say you'll share with _

_"me one __love,_

_"one lifetime…_"

Dimentio sings softly in Timpani's ear, his voice filled with pain and desperation.

"_Lead me, save me_

_ "from my solitude… _

_"Say you want me _

_"with you,_

_"here beside you…_"

He makes her face him, tears starting to form in his eyes.

"_Anywhere you go _

_"let me go too! _

_"Timpani, _

_"that's all I ask of-_"

He couldn't finish his sentence as Timpani rips off Dimentio's mask, for the world to see his face.


	12. Act III: Scene II

Everyone gasps in horror as they stare at Dimentio's disfigured face. For his face resembles something like a corpse. His skin is so white that it looks transparent, barely having any on his skull from the looks of it. It looks like he has no nose, as it is so small one can only see it if up close. His mouth is long and narrowed, being almost as long as his entire face. His yellow eye is wide and round while his gray one is smaller and more sunken into his skull. Black circles are under his eyes, from many years of stress and pain, and tiny strains of short black hair hangs over his face.

Dimentio stares horrified at the audience, for people are screaming at the top of their lungs at him. He returns his gaze to Timpani, who just stands there, her eyes down on the ground.

"Shoot it!" a woman screams from the audience. "Someone shot it _now_!"

Immediately, the undercover policemen raise their guns and begin to shoot randomly. Dimentio, recovering from the shock, quickly picks up Timpani off her feet and runs off. He runs to backstage, people too stunned at his hideousness, his actions, to do anything. He swiftly moves past Blumiere and Mr. L, not even noticing they are there as he goes up the stairs to the upper stage. Blumiere, the only one not overwhelmed with shock, is about to chase after Dimentio until Mr. L holds him back.

"Stay calm, Blumiere," Mr. L says, his voice cracking as he tries to keep calm. "One wrong move and you will get yourself, and possibly Timpani, killed. Wait until things are more stable before you do anything foolish."

Blumiere glares at Mr. L, but he eventually stops struggling.

Dimentio is now in the upper part of the stage, still carrying Timpani, who does nothing to fight back. A few policemen are able to catch up, making their way backstage and firing their pistols. The opera staff take cover, including Blumiere and Mr. L, everyone watching the chase. Using the darkness of the upper stage, Dimentio blends into the shadows and it is hard to see him. The policemen freeze up.

Fearfully, they slowly make their way up stage, aiming their pistols in all directions. But, there is no trace of Dimentio or Timpani. It is like they have completely disappeared. There is a dead silence, as the police, members of the opera, and guests all look at each other in fear.

Suddenly, there is the sound of rope being torn. The guests look up to see the crystal chandelier start to sway, moving slightly closer to the ground. Before anyone can really comprehend what is going on, the rope from the chandelier snaps and it falls to the ground. It goes down as fast as lightning and crashes in the middle of the auditorium.

It lands on a few guests, crushing and stabbing them with crystals. A few manage to get away, and all the remaining guests rush out of the opera in terror. From the lights in the chandelier, electricity sparks out and the whole auditorium catches on fire. More mass panics starts to inflame, as the opera singers, ballet girls, and stage hands quickly run for the exists, which includes Mario, Luigi, Merlee, and Koops.

"Damn him!" Mr. L curses as the flames grow stronger and more powerful. "This was his plan all along! To burn down the opera and take Timpani! But, we did everything he wanted! Why would he want to destroy the opera at the premiere of his own opera...?"

"He must have figured it out that we were going behind his back," Blumiere says. "If he couldn't regain control..."

His eyes darken.

"If he can't have Timpani, then he had no longer had a reason to live. For she is the only light he has ever known. This was his last resort."

He turns to Mr. L.

"We need to catch up to Dimentio before it is too late!"

Mr. L nods his head. "Yes, this is our only chance to capture that monster!"

"Count Blumiere!"

Blumiere and Mr. L turn to see Mimi running towards them.

"Mimi, what are you doing here?" Blumiere exclaims his voice in alarm. "You need to get out of here right now!"

"But what about Timpani?" Mimi asks. "The Phantom just took off..."

"We know, and we're getting her back," Blumiere says. "But it is much too dangerous for you. You need to-"

"We don't have time for this, count!"

Mr. L grabs Blumiere's arm and forces him away.

"If the girl has any common sense, she will get out of here. But we need to reach the tunnels before the fire blocks them off!"

Blumiere gives one last look at Mimi, silently pleading with her to leave while she still has time, and then follows Mr. L to the dressing rooms.

"Oh Waluigi!"

Following the sounds of Madame Flurrie's distressed voice, they turn to see one stage hand come out of Waluigi's dressing room, carrying Waluigi's body on his back. Behind him, a fellow opera singer comforts Flurrie, quickly guides her away. Knowing that the cause of Waluigi's death had to be from Dimentio, Blumiere and Mr. L look inside the dead opera singer's dressing room.

In the back of the room, there is a small cracked open door, hidden in the wall. Quickly, Mr. L and Blumiere enter through the secret door to the tunnels, shutting it behind them. For they know they will not being going back. They run blindly through the tunnel, darkness and cold air surrounding them. Reluctantly, Mr. L slows down his pace.

"We need to slow down a bit," he says softly. "If we have any chance of defeating him, we have to take him by surprise. With Timpani around, he will be more focused on her then suspecting intruders."

"Well, we can't slow down too much," Blumiere replies. "They could be escaping the tunnels as we speak. I'm sure there are more entrances than the ones hidden in the opera."

"Oh no doubt. But Dimentio won't leave right away, if he's got any sense left. Not until things have quieted down."

Mr. L stops talking for a bit as a faint ray of light hits his eyes. He and Blumiere step out the tunnel and approach the shore of the underground lake. Blumiere sees a row boat and quickly walks towards it. Mr. L gazes over to the other side of the lake, seeing how closed in the walls are.

"I have no doubt that your Phantom's lair is on the other side of this lake. Hopefully, we will be able to trap him in this cavern."

"And then we will capture him."

Mr. L's eyes flash towards Blumiere. Blumiere narrows his eyes.

"Enough people have died tonight, we don't need to add more bodies to that count. Let's try solve this peacefully and use violence as a last resort."

"And just what pry tell do you plan on negotiating on?" Mr. L snaps. "You do realize that once he sees you he will kill you without a second thought."

Blumiere avoids eye contact.

"I know. But I have to try to reason with him. For if I don't, Timpani would never forgive me."

"You're making it sound like she love him, wants to protect him."

Blumiere glares Mr. L, but avoids the question.

"Until Dimentio makes a hostel move, let me do all the talking."

Mr. L glares at the count for a long moment, but finally lets out a heavy sigh.

"Whatever count. We don't have time to argue. Alright, we will go with your plan. But if it fails...we do things my way."

"If Dimentio becomes too hostel, yes. I'm only asking that we try."

"Again, whatever."

Mr. L gets into the row boat. "Come. It's now or never."

* * *

Timpani stares into space as she sits down on the cold floor of Dimentio's lair, her back against the wall. Dimentio paces in front of her, cursing and mumbling.

"Why must you do this to me?" he cries to Timpani. "Deceiving me with seduction...to reveal the face of death to all! Was that your plan all along, my dear? To humiliate me for your handsome, rich, admirable lover? _Did_ Blumiere put you up to this? Well, Timpani?"

Timpani stays silence, her eyes clouded a bit as she stares blankly at the Phantom. But this only fuels his anger, as Dimentio gets down to her level and looks deeply into her eyes.

"_Why_ won't you answer me? _Why_ won't you speak to me?"

Again, Timpani does nothing but stare. Dimentio glares at her, desperate to hear her voice.

"I think you know the reason why she won't speak to you, you hell spawn."

Dimentio and Timpani quickly turn to see Mr. L and Blumiere docking their row boat. They both step onto the dock, standing side by side. Timpani's eyes widen while Dimentio gives a twisted smile.

"Oh, guests I have? Why shouldn't I be surprised?"

Dimentio slowly approaches them, Timpani standing up and watching from a distance. Blumiere makes eye contact with Timpani for a split second before he returns it back to Dimentio.

"So it wasn't just Count Blumiere's plan to humiliate me," Dimentio says, spite in his voice. "But my old enemy. I admit, I never thought I would see you again, L."

Mr. L narrows his eyes.

"Nor did I thought I would see you, Dimentio. I'm surprised you've lasted this long."

Dimentio chuckles softly.

"Even after all this time, you still refer to me as an unreasonable animal. My face may be distorted, but my mind remains in perfection. I'm not completely handicapped."

"Maybe your mind was perfect once. But now genius has turned into madness."

Everyone turns their gazes to Blumiere, who took a slight step closer to the Phantom. Dimentio's smile grows larger, a madden and jealous look in his eyes.

"You never learn do you count?" Dimentio says. "You really must have a death wish. First you ignore my letter and my threat in person, then made Timpani show my face on stage for all to see, and now you enter my home and insult me. And yet you call _me_ mad?"

"Perhaps I am a little mad," Blumiere replies coldly. "Mad enough to get Timpani away from you. A man who lives in a cold cave and plays with the opera like it is his playground."

Dimentio narrows his eyes, anger flaring in them. He is about to reach for a knife that is attached to his belt, until Blumiere says, "But that's what I thought at first. Before I got told the whole story."

Dimentio raises an eyebrow, or the very few hairs that try to form one. Mr. L has a confused look while Timpani just stands in the back, completely silent.

"When I first got your letter," Blumiere explains. "I did not know what to think. A madman, the Phantom of the Opera, has kidnapped Timpani! I was completely afraid for her safety, and for my own. And the night where all the threats from the other letters came true fueled that anxiety. I knew that something had to be done, that this 'phantom' needed to be dealt with at once! All I wanted was to kill you, for you have hurt Timpani, my love."

The cold look in Blumiere slowly starts to fade away.

"However, as time went by I started to see things differently. You heard us on the roof, didn't you say? Well apparently not fully, for you would have noticed that she was mostly sympathetic towards you. She was disgusted at what evil you had done, but she did not wanted to harm you. At first, I could not understand it. Why protect the phantom who is so controlling and possessive? My hatred grew for you. My _jealousy_ of you grew. The fear of her wanting to be with you rather than me."

Dimentio's eyes widen a bit when Blumiere mentions the word 'jealousy.' Even Mr. L seems a bit shocked.

"And then after the Masquerade Ball, Merlee revealed to me your story, how she brought you to the opera. What Mr. L did to you."

Mr. L growls a bit under his breath at the mention of his name, but he makes no comment. Blumiere ignores him, his eyes only on Dimentio.

"After hearing that story, I began to sympathize with you a bit. Though your face is different and not the...most attractive, you didn't deserve what you've been through. But, unlike Madame Merlee who ignored you all these years, I could not allow you to go unnoticed. You _had_ to be dealt with. So, understandably, I agreed with Mr. L that after tonight's performance, we would kill you and take you out of your misery. But my conscious kept calling me in the back of my mind saying that it wasn't right to kill you. I did whatever I could to ignore it, telling myself that this was the only way. And I believed it...until I told Timpani the plan."

He makes eye contact with Timpani.

"Timpani was against the whole thing, Dimentio. She did not want to unmask you in front of everyone, even though I pushed her into doing so. She was reluctant because she feared for _your_ safety. She didn't not want you to suffer anymore, she did not want anyone to suffer. Because even after all you have done, she still has room in her heart to forgive you! Perhaps...even love you."

He returns his gaze back to Dimentio.

"And if Timpani, who should despise you most of all, is able to see good in you then so can I. Dimentio, I can help you if you let me. Allow me to take you, with Timpani, away from the Mushroom Kingdom and start your life over. I will give you therapy; I will help you earn a place in society, even find away to fix your face. I can help...if you are willing to let go and move on. Allow the three of us to move on."

There is a long silence, as Blumiere and Dimentio stare into each others' eyes.

Slowly, Dimentio smiles and starts to laugh, which grows louder and louder. Blumiere blinks, looking a bit disturbed.

"You really are a master at the art of acting, my rival!" Dimentio cries. "The opera could use talent like you. I'm surprised that you aren't in show business."

He takes a step closer to Blumiere, laughing uncontrollably.

"I can see right through you, Blumiere. I know you don't _truly_ mean what you say! You're just trying to soften me up, so that you can get Timpani without getting your hands drenched in blood. For you are too cowardly to fight!"

Dimentio's eyes grow bigger, madness gleaming from them.

"And even if you do keep your word, which you won't, but if you did, it wouldn't last long. You see, Blumiere, most people in this world will only accept you if you rise to their expectations. If you're handsome, rich, and charming, like yourself, you will be successful and accepted by all. But if you have one _slight_ difference, you will be shunned! You are considered a hell spawn, a monster, a demon! For it won't be long until you are tired of me, tired of my face! And you, like L did to me so long ago, _will leave me for dead_!"

Dimentio gets out his knife, and steps up to Blumiere.

"Not only do I get to slay my romantic rival, but my old archenemy as well! Truly, this is a night to remember!"

Blumiere's eyes widen and Mr. L takes out a hidden dagger of his own.

He then gets in front of Blumiere and aims his dagger at Dimentio. But Dimentio quickly dodges out of the way; swaying from side to side like a dance. He then tries to stab Mr. L in the stomach, but Mr. L blocks Dimentio's knife with his dagger. Blumiere tries to break them up, but every time he tries to get close Dimentio would just try to stab him, though Mr. L blocks his attempts as Blumiere flinches back. Timpani stands where she is, tears filling her eyes as she watches the fight helplessly.

Mr. L then kicks Dimentio in the stomach, making him fall to the ground and dropping his knife. Dimentio winces in pain and Mr. L corners him to the edge of the dock. He puts the dagger to Dimentio's throat.

"Any last words before I send you straight to hell?" Mr. L asks.

Dimentio smiles.

"But I'm already in it, my dear friend. _And so will you_!"

Suddenly, Dimentio grabs Mr. L's arm and swiftly moves behind him, twisting his arm. As Mr. L cries out in pain, Dimentio taking back his knife and slits Mr. L's throat. Mr. L gargles, blood seeping out of his mouth and throat as he falls into the underground lake, sinking down into the bottom. Dimentio watches his body disappear further and further down, smiling and laughing.

He then turns to Blumiere, who's face is completely pale.

"And now it is your turn, Blumiere! Enjoy everlasting damnation, just like me, _in the pits of eternal suffering_!"

He is about to stab Blumiere until Timpani suddenly runs up to him and grabs his arm, restraining him. She looks into his eyes, a pleading look in her eyes.

"Dimentio…stop this..."

Her voice is so soft, so tired that it is hard to hear her.

"Please…no more…"

Timpani leans up to him and kisses him fully on the lips.

Dimentio's whole body tenses up, dropping his knife to the ground. They are like this for a long moment, intense passion and love coming from each other. Finally, Timpani slowly breaks away, looking Dimentio in the eyes as she wipes a tear from his eye.

Dimentio starts to break down, sobbing and muttering Timpani's name. He falls to his knees, as the feeling of love overwhelms him. Timpani gets down to his level, and turns to Blumiere, who is shock at what he saw.

"I'll handle this," Timpani says gently. "Blumiere…I need to speak to him alone."

Blumiere stares at Timpani for a long moment. Though there is hurt in his eyes, he nods his head solemnly, and walks away.

Timpani turns back to Dimentio, rubbing his back as he cries at her feet.

"...Timpani..."

"Shh..."

Timpani lifts up Dimentio's chin, making him look at her in the eyes.

"_Angel of Music. _

_"So lost and alone,_

_ "wondering in darkness _

_"for so long with _

_"hands stained with blood_

_ "and hatred._

_ "Angel of Music. _

_"Trapped in the clutches_

_ "of prejudice and evil._

_ "Angel of Music. _

_"The man, and voice,_

_ "who helped me get through it all _

_"and made me _

_"become stronger._

_ "Angel of Music. _

_"The friend and mentor _

_"that I long to see again._

_ "Angel of Music._

_ "Come back _

_"to me so that we_

_ "may find the light._"

Dimentio gives a weak smile, tears running down his gruesome face.

"_Angel of Music. _

_"A broken man brought_

_ "to the edge of insanity._

_ "Angel of Music._

_ "He was abandoned _

_"and lost all hope in humanity _

_"and compassion. _

_"Angel of Music._

_ "Then, a true angel_

_ "came to him. _

_"Angel of Music. _

_"She brought _

_"his humanity back, _

_"the only light_

_ "he has ever known. _

_"Angel of Music..._"

He moves closer to her.

"_...Only she _

_"can make his song _

_"take flight,_

_ "give him _

_"a reason _

_"to live. _

_"Timpani,_

_"my angel..._"

Dimentio loses his words as he kisses her. Timpani gently kisses him back, putting her arms around him in a loving embrace. All the passion, love, longing, every emotion they ever felt for each other comes out, no holding back.

For they reach have finally reached the point of no return.

Finally, the emotion became too much for him as Dimentio slowly loses consciousness. He faints in Timpani's arms, his face glowing with happiness. Timpani smiles, holding him tenderly. Blumiere, who has watched the whole scene, slowly approaches them. Timpani smiles sadly at him.

"...Blumiere...I know you must...I..."

"It's alright, Timpani," Blumiere says softly, cutting her off. "I know what you had to do."

"But, you must think I betrayed you," Timpani replies. "That I've used you... Blumiere, I do love you. There is nothing more I want than to make you happy."

She looks down at Dimentio.

"But...I also love Dimentio, my Angel of Music. And even after all the evil he has done, he did not deserve this fate. I believe, throughout all the years of living down here in complete misery, he has paid for his crimes. And even though I will never become a famous opera singer like I've always dreamed, I'm willing to give that up. For he deserves...at least one tiny bit of happiness."

There is a long moment of silence.

"...You are right. And though it pains me to let you go, Timpani..."

Blumiere gets down to her level and smiles sadly.

"He _needs_ you more than me. And if you want to help him, I will do what I can. For even if you are no longer my lover, your still my friend."

Blumiere gave her a quick kiss on the forehead and then helps take Dimentio.

"Once Dimentio wakes up, we will start making a plan to escape. For it will be a long time before the Mushroom Kingdom fully recovers from these scars. And when the times is right, we will return and make sure that the Phantom's story is heard so that nothing like this happens again."

Timpani nods in reply.

Slowly, she gives a small grateful smile at her old friend.

"Thank you, Blumiere. Thank you for everything."


	13. Act III: Scene III

"...Blumiere, Timpani, and Dimentio then left the Mushroom Kingdom the falling night," the old woman says as she finishes the tale. "They traveled far away, so far so that no one could ever find them ever again. A place...where Dimentio could fully heal and live the rest of his life in peace."

Pennington stares wide eye at the old woman. He looks down at Dimentio's fading mask, almost like he could see the Phantom's eyes looking into his.

"...I can't believe it," Pennington says softly. "I would never imagine that the Phantom's story..."

"Would be like this?" the old woman cuts him off. "I know, and only a few people can understand it. Only people...who are willing to look past the mask and see the man underneath."

There is a long silence, as both Pennington and the old woman stare at the mask. Eventually, Pennington stands up and turns to the old woman, who's long gray-green hair has fallen over her eyes.

"Thank you for everything," he says. "I will make sure that my story gets published and lets the whole world the Phantom's story, Mimi."

The old woman's eyes widen in shock as Pennington says her name. Pennington smiles slightly.

"Am I correct that you are the ballet girl that was Madame Merlee's daughter?"

Mimi blinks a couple of times. Slowly she gives a small smile.

"You are quite the detective," she says. "Yes, I am Mimi, or now Madame Mimi. Also known as the crazy old woman trying to save the fallen opera."

"And you will succeed," Pennington replies. "For I'm sure once my story gets sold, no one will want to. Though, there is one question that remains unanswered..."

He pauses.

"How did you get Dimentio's mask?"

Mimi looks off into the distance, her eyes gazing at her reflection in the old mirror.

"After the fire," she says softly, "the opera was officially closed and everyone who worked there had to get new jobs. Madame Flurrie, Koops, and most of the others left the Mushroom Kingdom to perform elsewhere. Mario and Luigi took over a new business in the Mushroom Kingdom, though in a new town, while my mom and I... Well, Merlee never fully recovered from what happened, grief overcoming her as she blamed herself for the disaster. I was able to get a few part time jobs and to keeps us fed, along with a few friends helping us out. And when I finished my jobs, I would always come to the opera, as I remembered all that happened. My life before the fire. Since it was abandoned, no one really cared that I went inside."

She pauses for a moment.

"And then, five years after the incident, I came to the opera that night like always. But, to my surprise, I found someone else was there. No one ever came to the opera, so I was a little concerned. I approached the person and asked who they were and what they were doing here. And to my delight and shock, that person turned out to be Timpani."

Pennington gasps. Mimi turns to him.

"Only, she was completely different then what she used to be. She had grown older and was no longer a big opera singer, but a well known foreign music writer, along with her husband."

"'Her husband?' So she did..."

"Stay with Dimentio? Yes, Timpani told me that Blumiere took her and Dimentio to a far away country, though she wouldn't tell me where. Apparently, Blumiere had some wealth overseas and used it to start a new life for the three of them. There, he helped Dimentio blend into society, even help designing a mask to look like a real human face. Slowly, Dimentio recovered and became less hostile towards people. Timpani helped him through it and eventually, they got married."

"But what about Blumiere?" Pennington asks. "Was he okay with that?"

"Well, from what Timpani said, he never really got over her completely," Mimi explains. "He, and would always, have feelings for her. But, he was able to move on. For he hired a secretary to work for him when the arrived at the new country, and they eventually, fell in love."

"So a happy ending for all three of them," Pennington says. "I'm happy to hear that. But that still doesn't explain..."

"I'm getting there, just be patient. Anyways, I asked Timpani what she was doing here and she told me that she was trying to, like Blumiere said, spread Dimentio's story. So that we would all learn from the tragedy and prevent anything like that from happening again."

Mimi's eyes darken.

"But, no one would listen to her. Of course, Timpani never told them who she was, but everyone would freak out at the mentioned of the opera, let alone the Opera Ghost himself. She tried and tried to get someone to listen to her, but nothing would work. I, still thinking that the Phantom was evil, got curious as to why she would want to bring up bad memories. And so, being the only person who was willing to listen, she told me the exact story I told you. And like you, I was just as shocked and wanted to make a difference. I told her that I would do all that I can to help, I would make sure Dimentio's story was heard and took to thought. Timpani was thrilled when I said that. 'If one person was willing to listen,' she had said, 'Then in time, everyone would.'"

Mimi moves her gaze to Dimentio's mask.

"...But before she left that night, Timpani took out Dimentio's mask from her purse. Apparently she went down to the underground lake and got it. She was going to take it home with her...but then she gave it to me. 'I want you to have this, Mimi,' she explained as I was so shocked she would give this to me. 'I want you to keep it until the time is right. The time...to give the world this mask and except the truth.'"

Mimi looks into Pennington's eyes.

"And so, I give his mask to you. For the world is now ready...to hear the whole story of the Opera Ghost."

Pennington nods his head.

"And I will make sure they do. Again, thank you for everything, Madame Mimi."

Mimi smiles and chuckles softly.

"I should be the one thanking you, Pennington. For now, my long task is finally done. I can now finally rest and move on, knowing that someone was finally willing to listen. So that the whole world would listen."

With everything in place, Pennington and Mimi walk out of Timpani's old dressing room and leave the opera. As they step outside, Pennington gives one last glance at the old building.

_At last, the mystery is finally solved,_ Pennington thinks, his eyes never blinking. _At last, the truth will be known for all to hear. At last, the people who lost their lives can finally rest in peace. At last...the tale of the Phantom of the Opera can end._

* * *

**Author's Note:**

**And thus, are tale comes to an end. This story really came and went, didn't it? I really enjoyed writing it, and I'm glad it end on a slightly happy note.**

**Though, I do hope that one thing came out of this. Even though I haven't been with Mario fanfiction for very long, I've been surprised that there are so few DimentioXTimpani stories. I find it so weird that this couple (which can potentially form great stories) is so underrated compared to others (official and unofficial) I've seen. I do hope that this story encourages more DimentioXTimpani to be written, since this couple does deserve more stories (and if you do write one, please let me know. I would love to read it!).**

**Finally, I would like to thank you all for reading, reviewing, and enjoying the story.**


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